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HomeMy WebLinkAbout07-26-2017 Board Meeting ONLINE Agenda Orange County Sanitation District Wednesday, July 26, 2017 Regular Meeting of the 6:00 P.M. BOARD OF DIRECTORS Board Room ` 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 AGENDA CALL TO ORDER INVOCATION AND PLEDGE OF ALLEGIANCE (Board Chairman, Greg Sebourn, City of Fullerton) ROLL CALL (Clerk of the Board) DECLARATION OF QUORUM (Clerk of the Board) PUBLIC COMMENTS: If you wish to address the Board of Directors on any item, please complete a Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you wish to speak. Speakers will be recognized by the Chairperson and are requested to limit comments to three minutes. SPECIAL PRESENTATIONS: None. REPORTS: The Board Chairperson and the General Manager may present verbal reports on miscellaneous matters ofgeneml interest to the Directors. These reports are for information only and require no action by the Directors. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Board of Directors,after one motion,without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve the minutes of the Regular Joint Meeting of the Board of Directors and Financing Corporation Meeting held on June 28, 2017. 07/26/2017 OCSD Board of Directors Agenda Page 1 of 9 RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the Board Chair. 2. COMMITTEE MINUTES (Clerk of the Board) RECOMMENDATION: Receive and file the approved minutes of the following committees: A. Operations Committee Meeting of June 7, 2017 B. Legislative and Public Affairs Committee Meeting of June 12, 2017 C. Administration Committee Meeting of June 14, 2017 D. Steering Committee Meeting of May 24, 2017 3. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF JUNE 2017 (Lorenzo Tyner) RECOMMENDATION: Receive and file the report of the Investment Transactions for the month of June 2017. OPERATIONS COMMITTEE: 4. DIGESTER CLEANING CONTRACT (Ed Torres) RECOMMENDATION: A. Approve a Service Contract with Synagro-W WT, Inc., the lowest responsive and responsible bidder, for Digester Cleaning, Specification No. S-2017-82413D, for an 18-month period beginning September 1, 2017 through February 28, 2019, for an amount not to exceed $3,953,958 with four (4) additional 18-month renewal options; and B. Approve a contingency of$395,396 (10%) aggregately per contract period. 5. LIGHT DUTY TRUCK COOPERATIVE PROCUREMENT WITH NATIONAL AUTO FLEET GROUP (Ed Torres) RECOMMENDATION: Approve the purchase of four light duty trucks using the National Joint Powers Alliance cooperative Contract Number 120716-NAF with National Auto Fleet Group for a total cost of $148,000 in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases. 07/26/2017 OCSD Board of Directors Agenda Page 2 of 9 6. PURCHASE OF SODIUM HYPOCHLORITE, SPECIFICATION NO. C-2017-853BD (Ed Torres) RECOMMENDATION: A. Award an Agreement to JCI Jones Chemicals, Inc. for the purchase of sodium hypochlorite (bleach), Specification No. C-2017-853131), for the period September 1, 2017 through August 31, 2018, for a unit price of $0.51/gallon delivered, plus applicable sales tax, for an estimated annual amount of$626,726.25, with four (4) one-year renewal options; and B. Approve a (10%) unit price contingency. 7. REPAIR& REFURBISHMENT OF TWO CENTRAL GENERATION ELECTRICAL GENERATORS, SPECIFICATION NO. S-2017-85OBD (Ed Torres) RECOMMENDATION: A. Approve a Service Contract to R.A. Reed Electric Company, the lowest responsive and responsible bidder, for Repair & Refurbishment of two Central Generation Electrical Generators, Specification No. S-2017-8501313, for an amount not to exceed $424,538.62; and B. Approve a contingency of$84,908 (20%). 8. STORMWATER MASTER PLAN — PROJECT NO. PS16-01 (Rob Thompson) RECOMMENDATION: A. Approve a Professional Services Agreement with Michael Baker International, Inc. to provide engineering services for the Stormwater Master Plan, Project No. PS16-01, for an amount not to exceed $715,300; and B. Approve a contingency of$71,530 (10%). 9. CEQA PLAN 2017— MASTER CONTRACT NO. CEQA PLAN2017-00 (Rob Thompson) RECOMMENDATION: A. Approve annual Professional Services Agreements with HDR Engineering, Inc.; Michael Baker International; Helix Environmental Planning, Inc.; ESA; AECOM; and LSA; Master Contract No. CEQA PLAN2017-00, with a maximum annual fiscal year contract limitation not to exceed $400,000 for each Professional Services Agreement; and 07/26/2017 OCSD Board of Directors Agenda Page 3 of 9 B. Approve two additional one-year optional extensions. 10. SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 1, PROJECT NO. P1-101 (Rob Thompson) RECOMMENDATION: Approve a contingency increase of$5,718,000 (4.5%) to the construction contract with W.M. Lyles Company for Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, for a total contingency amount of$9,518,000 (7.5%). 11. REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND PAVING AREA, CONTRACT NO. PI-115B (Rob Thompson) RECOMMENDATION: A. Receive and file bid tabulation and recommendation; B. Award a construction contract to CDC Engineering and Technology for Rehabilitation of Fleet Services Building, Building 8 and Paving Area, Contract No. P1-115B, part of Title 24 Access Compliance and Building Rehabilitation, Project No. P1-115, for a total amount not to exceed $2,235,609; C. Approve a contingency of$223,563 (10%); and D. Approve a budget increase of$791,000 for Title 24 Access Compliance and Building Rehabilitation, Project No. P1-115, for a total budget amount of $18,400,000. ADMINISTRATION COMMITTEE: 12. 2018 BENEFITS INSURANCE RENEWAL (Celia Chandler) RECOMMENDATION: Approve the Orange County Sanitation District 2018 Benefits Insurance Renewal for the not-to-exceed amounts specified below: A. Employee Benefit Specialists (medical, dental, and vision plans; Employee Assistance Program [EAP])— not-to-exceed $10,507,891; B. Prudential (basic life, short- and long-term disability) — not-to-exceed $598,011; and C. The Standard (EMT & Manager disability)— not-to-exceed $30,000. 0 712 612 01 7 OCSD Boats of Directors Agenda Page 4 of 9 13. INDEPENDENT FINANCIAL AUDITORS' COMMUNICATION LETTER FOR THE AUDIT OF THE ORANGE COUNTY SANITATION DISTRICT FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED JUNE 30, 2017 (Lorenzo Tyner) RECOMMENDATION: Receive and file the Communication Letter dated June 15, 2017 prepared by the Orange County Sanitation District's independent financial auditors, Macias Gini & O'Connell LLP (MGO). 14. SETTLEMENT AGREEMENT FOR CHARGES AND FEES OWED BY ONE INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE (Lorenzo Tyner) RECOMMENDATION: Approve the settlement agreement negotiated by the General Manager for the collection of charges owed for sanitary sewer service charges, plus interest of 6.00%, with Thompson Energy Resources, LLC, in a form approved by General Counsel. 15. DEFERRED PAYMENT AGREEMENT FOR CHARGES AND FEES OWED BY ONE INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE (Lorenzo Tyner) RECOMMENDATION: Approve the deferred payment agreement negotiated by the General Manager for the collection of all charges and fees owed for sanitary sewer service charges, plus interest of 6.00% per annum, with Aseptic Technology, LLC, in a form approved by General Counsel. STEERING COMMITTEE: 16. TITLE XVI BUREAU OF RECLAMATION FUNDING OPPORTUNITY FOR (SP- 173) THE EFFLUENT REUSE STUDY PROJECTS (Robert Ghirelli) RECOMMENDATION: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 17-12 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District approving and authorizing the application forthe Title XVI Water Recycling Projects under the Water Infrastructure Improvements for the Nation (WIIN) Act Effluent Reuse Feasibility Studies Program Grant funds and the execution of grant documents with the United States Department of the Interior, Bureau of Reclamation." 07/26/2017 OCSD Board of Directors Agenda Page 5 of 9 17. ORANGE COUNTY SANITATION DISTRICT RESPONSE TO GRAND JURY REPORT (Jim Herberg) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve the Orange County Sanitation District Response to the Orange County Grand Jury Report entitled 'Pension Enhancements: A Question of Government Code Compliance' published May 17, 2017; and B. Adopt Resolution No. OCSD 17-13 entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District establishing a procedure to ensure compliance with Government Code section 7507 transparency requirements" 18. APPRAISAL TO ACQUIRE REAL PROPERTY (Rob Thompson) RECOMMENDATION: Recommend to the Board of Directors to: Authorize the General Manager to enter into an agreement with George, Hamilton, Jones, Inc. Real Estate Appraisers & Consultants to conduct an appraisal of real property located at 18429 Pacific Street,18410-18436 Bandilier Circle, and 18368-18375 Bandilier Circle to prepare the Sanitation District to initiate negotiations to acquire the same property in compliance with Government Code section 7267.1. AB 1234 REPORTS: This is the time of the meeting when Board Members will provide a brief oral report on any conference, meeting, or travel paid by the Sanitation District. CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chair may convene the Board in closed session to consider matters of pending real estate negotiations,pending or potential litigation,or personnel matters,pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a)purchase and sale of real property; (b) matters of pending or potential litigation; (c)employment actions or negotiations with employee representatives;or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time as the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. CONVENE IN CLOSED SESSION. 0 7/2 612 01 7 OCSD Board of Directors Agenda Page 6 of 9 (1) CONFERENCE WITH LEGAL COUNSEL--ANTICIPATED LITIGATION Initiation of litigation (Gov. Code Section 54956.9(d)(4)) — 2 cases (A) Potential eminent domain action Property Owner: Sukut Real Properties LLC. Properties: 18429 Pacific St. Fountain Valley, CA, APN No. 156-163-09; 18410 Bandilier Cir. Fountain Valley, CA, APN No. 156-163-10; 18368 Bandilier Cir. Fountain Valley, CA, APN No. 156-163-11 (B) Potential action for damages against Mission Clay Products based on defective clay pipe. (2) CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code Section 54956.8) Property: 10950 Virginia Cir. Fountain Valley, CA- APN No.156-165-05; 10870 Spencer Ave. Fountain Valley, CA -APN No.156-163-07; 18480 Pacific St. Fountain Valley, CA -APN No.156-165-04; 18430 Pacific St. Fountain Valley, CA -APN No.156-165-06; 18370 Pacific St. Fountain Valley, CA -APN No.156-165-08; 18429 Pacific St. Fountain Valley, CA -APN No.156-163-09; 18410 Bandilier Cir. Fountain Valley, CA -APN No.156-163-10; 18368 Bandilier Cir. Fountain Valley, CA -APN No.156-163-11; 10700 Spencer St. Fountain Valley, CA-APN No.156-163-16; 10700 Spencer Ave. Fountain Valley, CA -APN No.156-154-07; 18350 Mt. Langley St. Fountain Valley, CA-APN No.156-154-08; 18386 Mt. Langley St. Fountain Valley, CA-APN No.156-154-06; 18385 Bandilier Cir. Fountain Valley, CA -APN No.156-163-12; 18401 Bandilier Cir. Fountain Valley, CA -APN No.156-163-13; 18424 Mt. Langley St. Fountain Valley, CA-APN No.156-154-05; 18435 Bandilier Cir. Fountain Valley, CA -APN No.156-163-14; 18475 Bandilier Cir. Fountain Valley, CA -APN No.156-163-15; 10725 Ellis Ave. Fountain Valley, CA -APN No.156-154-04; and 10540 Talbert Ave. Fountain Valley, CA -APN No.156-151-03 Agency negotiators: General Manager, Jim Herberg; Assistant General Manager, Bob Ghirelli; Director of Finance and Administrative Services, Lorenzo Tyner, Director of Engineering, Rob Thompson; Engineering Managers, Kathy Millea and Jeff Mohr; CIP Project Manager, Tom Grant; Kevin Turner and John Gallivan, Cushman and Wakefield. Negotiating parties: Valley, Business Park, APN Nos. 156-165-05, .156-165-06, 156-163-07; DK-USA LLC, APN No.156-165-04; Fountain Valley Industrial Parcel 13, APN No.156-165-08; Sukut Real Properties LLC, APN Nos. 156-163-09, 156-163-10, 156-163-11; 07/26/2017 OCSD Board of Directors Agenda Page 7 of 9 The Ins Trust Shabtai, Nevon, APN No. 156-163-16; The Ins Trust, APN No. 156-154-07; K & A Investments LP, APN No. 156-154-08; Fountain Valley Star LLC, APN No. 156-154-06; TN Sheet Metal Inc., APN No. 156-163-12; 18401 Bandilier LLC, APN No. 156-163-13; Phone Lilly Lin-Lin TR, APN No. 156-154-05; JDK Partners, APN No. 156-163-14; Chandler Real Properties, APN No. 156-163-15; Ellis Avenue LLC, APN No. 156-154-04; and SFII Fountain Valley LLC, APN No. 156-151-03 Under negotiation: Instruction to negotiator will concern price and terms of payment. (3) CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION (Government Code Section 54956.9(d)(1))— 1 case City of Los Angeles v. County of Kern, Tulare County Superior Court, Case No. 242057 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 Regular Meeting of the Board of Directors on August 23, 2017 at 6:00 p.m. 07/26/2017 OCSD Board of Directors Agenda Page 8 of 9 Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at(714) 593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Aaenda Postina: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, and on the Sanitation District's website at www.ocsd.com, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item,including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. Aoenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A.Lore Clerk of the Board (714)593-7433 klore(olocsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbem(&ocsd.wm Assistant General Manager Bob Ghirelli (714)593-7400 rghlmlli(a)ocsd.com Director of Engineering Rob Thompson (714)593-7310 rthomosomaDocsd.com Director of Environmental Services Jim Colston (714)593-7450 icolston(d)ocsd.com Director of Finance and Lorenzo Tyner (714)593-7550 Ityner(docsd.wm Administrative Services Director of Human Resources Celia Chandler (714)593-7202 cchandler(@ocsd.com Director of Operations&Maintenance Ed Torres 714 593-7080 etorres ocsd.com 07/26/2017 OCSD Board of Directors Agenda Page 9 of 9 ITEM NO. 1 Orange County Sanitation District MINUTES BOARD MEETING June 28, 2017 �OJNjy SANII'gTjQy Q ? ¢ c, o � FCl/N H E Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 TELECONFERENCE LOCATION: 96 Fishermans Wharf #1 Monterey, California 93940 (831) 372-2203 06/28/2017 Minutes of Board Meeting Page 1 of 16 ROLL CALL A regular meeting of the Board of Directors of the Orange County Sanitation District was called to order by Board Chair Greg Seboum on June 28, 2017, at 6:10 p.m., in the Administration Building. Director Steve Nagel delivered the invocation and led the Pledge of Allegiance. The Clerk of the Board declared a quorum present as follows: ACTIVE DIRECTORS ALTERNATE DIRECTORS X Gregory Seboum, Chair Jesus Silva X Denise Barnes Lucille Kring Allan Bernstein X Chuck Puckett X Robert Collacott (via teleconference) Diana Fascenelli X Ellery Deaton Sandra Massa-Lavitt A Barbara Delgleize Erik Peterson X James M. Ferryman Bob Ooten X Phil Hawkins Brooke Jones X Steven Jones Kris Beard X Peter Kim Gerard Goedhart X Al Krippner Charlie Nguyen X Richard Murphy Warren Kusumoto X Steve Nagel Cheryl Brothers X Glenn Parker Cecilia Hupp X Scott Peotter Brad Avery A Tim Shaw Michael Blazey X David Shawver Carol Warren X Fred Smith Virginia Vaughn X Teresa Smith Mark Murphy A Michelle Steel Shawn Nelson A Sal Tinajero David Benavides A Donald Wagner Lynn Schott X Chad Wanke Ward Smith X John Withers Douglas Reinhart X Mariellen Yarc 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; Celia Chandler, Director of Human Resources; Ed Torres, Director of Operations and Maintenance; Director of Environmental Services Janine Aguilar; Cindi Ambrose; Miriam Angold; Greg Blakeley; Don Cutler; Carla Dillon; Mike Dorman; Marc Dubois; Natasha Dubrovski; Damein Fabrizio; Anne Marie Feery; Lisa Frigo; Al Garcia; Tom Grant; Mark Kawamoto; Tina Knapp; Rebecca Long; Mark Manzo; Tom Meregillano; Kathy Millea; Jeff Mohr; and Victoria Pilko. 06/28/2017 Minutes of Board Meeting Page 2 of 16 OTHERS PRESENT: Brad Hogin (General Counsel); Celeste Cantu (SAWPA); Rich Haller (SAWPA); Ethan Standen (Shimmick); and Anthony Orozo (Shimmick). PUBLIC COMMENTS: None. Clerk of the Board Kelly Lore stated that an amended agenda and corrected minutes for Item No. FC-1 were published in accordance with the requirements of California Government Code Section 54954.2 and a hard copy had been distributed. SPECIAL PRESENTATIONS: • Celeste Cantu, Santa Ana Watershed Project Authority (SAWPA) General Manager General Manager Jim Herberg presented a certificate to SAWPA General Manager Celeste Cantu in recognition of her retirement and service to SAWPA. Celeste Cantu presented a check in the amount of $1,000,000 to Board Chair Sebourn for grant funding of the Newhope Placentia. REPORTS: Chair Sebourn provided information of a recent trip to Sacramento where he, Vice-Chair Shawver, Director Bernstein, and General Manager Jim Herberg,joined Townsend Public Affairs for an advocacy day meeting with various Assembly members, Senator John Moorlach, State Water Resources Control Board, and the Little Hoover Commission. He stated that one of the goals of the advocacy day was to introduce different offices and agencies to OCSD and the work we do, as well as offer ourselves as a resource as legislation or regulations are being developed. Chair Sebourn also informed the Directors of a new Legislative Briefing email that OCSD will begin sending out monthly to the City Managers and Agency General Managers in our service area with our current and past Legislative positions and letters. The Clerk of the Board's office will also send this monthly email to all OCSD Board Members for their information. A hard copy was distributed. Mr. Herberg provided information from his GM Monthly report including: OC Leadership Symposium which begins on October 6; Beach Report Card from Heal the Bay- 100% of OCSD monitored beaches received A or A+ ratings during dry weather, GWRS Media Kick-off - Press conference Hollywood and Highland; and participation at the 601h anniversary parade for City of Fountain Valley on June 24th. Chair Seboum stated that due to teleconferencing tonight, all votes would be taken by roll call. 06/28/2017 Minutes of Board Meeting Page 3 of 16 CONSENT CALENDAR: Items 2-5 were pulled and heard individually. 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: Approve the minutes of the regular Board of Directors Meeting held on May 24, 2017. AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Parker; Peotter, Puckett (Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner 2. REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND PAVING AREA, CONTRACT NO. PI-115B (Rob Thompson) Director Peotter requested the item be pulled because the item was not taken to the Operations Committee prior to the Board of Directors meeting. MOVED. SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: Refer item to Operations Committee Meeting of July 5, 2017. AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Parker; Peotter, Puckett (Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner 3. LANE CHANNEL CROSSING PROJECT— PROJECT NO. FE16-11 (Rob Thompson) Director Peotter requested the item be pulled because the item was not taken to the Operations Committee prior to the Board of Directors meeting. MOVED. SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: A. Approve a Sole Source Professional Design and Construction Support Services Agreement with HDR Engineering, Inc. to provide engineering services for Lane Channel Crossing Project, Project No. FE16-11, for an amount not to exceed $131,939; B. Approve a contingency of$13,194 (10%); and C. Present additional information at Operations Committee Meeting of July 5, 2017. 06/28/2017 Minutes of Board Meeting Page 4 of 16 AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett (Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner 4. PLANT NO. 1 PRIMARY CLARIFIER REHABILITATION (Ed Torres) Director Peotter requested the item be pulled because the item was not taken to the Operations Committee prior to the Board of Directors meeting. MOVED. SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: A. Approve a Purchase Order to Frost Company for the mechanical rehabilitation and overhaul of 10 Primary Clarifiers at Plant No. 1, in accordance with Section 1.076 of the Purchasing Ordinance No. OCSD-47, for a total not to exceed $385,000, plus applicable tax; B. Approve a contingency of$ 77,000 (20%); and C. Present additional information at Operations Committee Meeting of July 5, 2017. AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Parker; Peotter, Puckett (Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner 5. REQUEST FOR FUNDING — WASTEWATER FLOW & LOADING STUDY (Lorenzo Tyner) Director Peotter requested the item be pulled because the item was not taken to the Administration Committee prior to the Board of Directors meeting. MOVED. SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: A. Approve the Orange County Sanitation District's on-going participation in the California Association of Sanitation Agencies wastewater flow and loading study and the Participating Agency Contribution Pledge of$83,600; and B. Present additional information at the Administration Committee Meeting of July 12, 2017. 06/28/2017 Minutes of Board Meeting Page 5 of 16 AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett (Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the Board Chair. 6. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF MAY 2017 (Lorenzo Tyner) Received and filed the report of the Investment Transactions for the month of May 2017. 7. COMMITTEE MINUTES (Clerk of the Board) Received and filed the approved minutes of the following standing committees: A. Operations Committee Meeting of May 3, 2017 B. Legislative and Public Affairs Committee Meeting of May 8, 2017 C. Administration Committee Meeting of May 10, 2017 D. Steering Committee meeting of April 26, 2017 OPERATIONS COMMITTEE: (Roll call vote taken together for Items 8-12) 8. SEISMIC HAZARD EVALUATION AT PLANT NOS. 1 AND 2, PROJECT NO. PSI 5-06 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: A. Approve a Professional Services Agreement with Geosyntec Consultants to provide engineering services for the Seismic Hazard Evaluation at Plant Nos. 1 and 2, Project No. PS15-06, for an amount not to exceed $2,578,028; and B. Approve a contingency of$257,800 (10%). AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett (Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner 06/28/2017 Minutes of Board Meeting Page 6 of 16 9. CENTRAL GENERATION ENGINES AUTOMATIC BALANCING ANALYZERS (Ed Torres) MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: A. Approve a sole source purchase order to Windrock, Inc. for the purchase and installation of two Windrock Auto Balance analyzers, plus associated equipment, on two central generation engines, one at each plant, for a total amount not to exceed $501,376; and B. Approve a contingency of$50,137 (10%). AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Parker; Peotter, Puckett (Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner 10. BIOSOLIDS MANAGEMENT CONTRACT RENEWAL—TULE RANCH (Jim Colston) MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: A. Authorize the five-year contract renewal with Tule Ranch, Amendment No. 2, to manage Orange County Sanitation District's biosolids from Reclamation Plant No. 1 and Treatment Plant No. 2 for land application and/or landfill disposal (Specification No. S-2011-51313D), for the period commencing November 1, 2017 through October 31, 2022, for a unit price increase of $2.50, for a new unit price of$57 per ton, for a total estimated annual amount not to exceed $9,000,000; and B. Approve an aggregate annual unit price contingency of 5%. AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett (Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner 11. 2017 AUDIT REPORT OF ORANGE COUNTY SANITATION DISTRICT SEWER SYSTEM MANAGEMENT PLAN (Jim Colston) MOVED, SECONDED,AND DULY CARRIED BY ROLL CALL VOTE TO: Receive and file the Final WDR/SSMP Audit Report dated May 19, 2017. 06/28/2017 Minutes of Board Meeting Page 7 of 16 AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett (Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner 12. SEWER SYSTEM MANAGEMENT PLAN UPDATE (Jim Colston) MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO:: Approve and file the Orange County Sanitation District's Sewer System Management Plan, dated May 9, 2017. AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett (Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner ADMINISTRATION COMMITTEE: (Roll call vote taken together for Items 13-15) 13. FY 2017-18 USE CHARGES FOR SANTA ANA WATERSHED PROJECT AUTHORITY (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: Adopt Resolution No. OCSD 17-10, entitled, "A Resolution of the Board of Directors of Orange County Sanitation District Establishing Use Charges for the 2017-18 Fiscal Year Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority ("SAWPA")". AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett (Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner 14. GANN APPROPRIATIONS LIMIT FOR FISCAL YEAR 2017-18 (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: Adopt Resolution No. OCSD 17-11 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing the Annual Appropriations Limit for 06/28/2017 Minutes of Board Meeting Page 8 of 16 Fiscal Year 2017-18, for the Orange County Sanitation District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code." AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett (Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner 15. TEMPORARY EMPLOYMENT SERVICES (Celia Chandler) MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: A. Authorize the General Manager to enter into sole source purchase order contracts with various staffing firms for Temporary Employment Services selected in Specification No. CS-2009-421BD for the period July 1, 2017 through June 30, 2018; and B. Authorize the General Manager to add or remove staffing firms from the available pool, as needed, to meet work requirements identified by the Human Resources Department, with no change to the approved total budget, at a total cost not to exceed $1,187,190. AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett (Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner STEERING COMMITTEE: 16. GENERAL MANAGER'S FY 2016-2017 WORK PLAN YEAR-END UPDATE (Jim Herberg) Mr. Herberg provided a brief overview of the Work Plan Year-End Update. MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: Receive and File the General Manager's FY 2016-2017 Work Plan Year-End Update. AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett (Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke; Withers; and Yarc NOES: None O6/2812017 Minutes of Board Meeting Page 9 of 16 ABSTENTIONS: None ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner Chair Sebourn recessed the Orange County Sanitation District Board of Directors Meeting at 6:40 p.m. ...................................... 06/28/2017 Minutes of Board Meeting Page 10 of 16 ORANGE COUNTY SANITATION DISTRICT FINANCING CORPORATION CALL TO ORDER: Chair Sebourn called the Board of Directors, Orange County Sanitation District Financing Corporation meeting to order at 6:40 p.m. Kelly Lore, Secretary of the Financing Corporation, declared a quorum present as follows: ACTIVE DIRECTORS ALTERNATE DIRECTORS X Gregory Sebourn, Chair Jesus Silva X Denise Barnes Lucille Kring Allan Bernstein X Chuck Puckett X Robert Collacott (via teleconference) Diana Fascenelli X Ellery Deaton Sandra Massa-Lavitt A Barbara Delgleize Erik Peterson X James M. Ferryman Bob Ooten X Phil Hawkins Brooke Jones X Steven Jones Kris Beard X Peter Kim Gerard Goedhart X Al Krippner Charlie Nguyen X Richard Murphy Warren Kusumoto X Steve Nagel Cheryl Brothers X Glenn Parker Cecilia Hupp X Scott Peotter Brad Avery A Tim Shaw Michael Blazey X David Shawver Carol Warren X Fred Smith Virginia Vaughn X Teresa Smith Mark Murphy A Michelle Steel Shawn Nelson A Sal Tinajero David Benavides A Donald Wagner Lynn Schott X Chad Wanke and Smith X John Withers Douglas Reinhart X Mariellen Yarc Stacy Berry Kelly Lore, Secretary of the Financing Corporation, announced that the members of the Orange County Sanitation District Board of Directors are each being compensated $212.50 for the Board of Directors Meeting; there is no additional compensation for the Financing Corporation Meeting. 06/28/2017 Minutes of Board Meeting Page 11 of 16 APPROVAL OF MINUTES: FC-1. Hearing no corrections or amendments made, the minutes for the meeting held on December 14, 2016 were deemed approved as so ordered by the Chair. INFORMATION ITEM: Director of Finance &Administrative Services Lorenzo Tyner provided a brief overview of the item. FC-2. Hearing no objections, the Annual Status Report of the Orange County Sanitation District Financing Corporation was received and filed. Chair Sebourn adjourned the meeting of the Board of Directors, Orange County Sanitation District Financing Corporation at 6:43 p.m. 06/28/2017 Minutes of Board Meeting Page 12 of 16 Chair Seboum reconvened the meeting of the Board of Directors, Orange County Sanitation District at 6:43 p.m. NON-CONSENT CALENDAR: 17. AGREEMENTS WITH ORANGE COUNTY TRANSPORTATION AUTHORITY FOR INTERSTATE 405 SEWER CROSSINGS (Rob Thompson) MOVED, SECONDED,AND DULY CARRIED BY ROLL CALL VOTE TO: Approve eight Utility Agreements with Orange County Transportation Authority agreeing to define specific terms, conditions, and funding obligations regarding the relocation, reconstruction, and protection of the regional sewers located along Interstate 405 Freeway to accommodate the Interstate 405 Improvement Project. AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; R. Murphy; Nagel; Parker; Peotter; Puckett (Alternate); Seboum; Shawver; F. Smith; T. Smith; Wanke; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Delgleize; Shaw; Steel; Tinajero; and Wagner Director Murphy departed the meeting at 6:45 p.m. 18. OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 (Rob Thompson) Director of Engineering Rob Thompson introduced the item and provided a brief overview of the project and the protest. Mr. Thompson responded to questions regarding the protest and the difference between the engineer's estimate and the bid. MOVED, SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: A. Receive and file Bid Tabulation and Recommendation for Interplant Effluent Pipeline Rehabilitation, Contract No. J-117A; B. Receive and file Orange County Sanitation District's Notice of Intent to Award dated May 18, 2017; C. Receive and file Award Protest from Flatiron West, Inc. dated May 18, 2017, concerning the award to Shimmick Construction Co.; D. Receive and file response letter from Shimmick Construction Co.; dated May 23, 2017, regarding the bid protest of Flatiron West, Inc.; E. Receive and file Orange County Sanitation District's determination letter dated June 1, 2017, to Flatiron West, Inc. responding to Award Protest; F. Deny Award Protest filed by Flatiron West, Inc.; 06/28/2017 Minutes of Board Meeting Page 13 of 16 G. Award a Construction Contract to Shimmick Construction Company, Inc. for the Interplant Effluent Pipeline Rehabilitation, Contract No. J-117A, for a total amount not to exceed $12,609,012; and H. Approve a contingency of$1,008,721 (8%). AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; Nagel; Parker, Peotter; Puckett (Alternate); Sebourn; Shawver, F. Smith; T. Smith; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Delgleize; R. Murphy; Shaw; Steel; Tinajero; and Wagner 19. PROPOSED REVISIONS TO FY 2017-18 BUDGET (Lorenzo Tyner) Mr. Herberg introduced the item, stating that the revisions to the 2017-18 budget have been previously provided to the Operations and Administration Committees. He briefly explained the additional costs in this revision, which are mostly due to the carryover of many CIP projects. MOVED. SECONDED, AND DULY CARRIED BY ROLL CALL VOTE TO: Approve the proposed revisions to the Operating, Capital, Debt/COP Service and Self-Insurance Budgets for FY 2017-18, as follows: Originally Proposed Adopted Budget Revised Budget FY 2017.18 FY 2017.18 Operations&Maintenance $149,854,390 $151,919,380 Net Capital Improvement Program 137,989,000 148,061,000 Debt/COP Service 83,119,000 82,033,000 General Liability and Property Self-Insurance 1,450,000 1,335,000 Workers Compensation Self Insurance 1,130,000 1,040,000 Intra-District Joint Equity Purchase/Sale(') 1,700,000 1,240,000 TOTAL $375,242,390 $385,628,380 ("Cash toffrom Revenue Area 14(RA14)in exchange for capital assets tolfrom Consolidated Revenue Area 15(RA15). AYES: Barnes; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Krippner; Nagel; Parker, Peotter; Puckett (Alternate); Sebourn; Shawver; F. Smith; T. Smith; Wanks; Withers; and Yarc NOES: None ABSTENTIONS: None ABSENT: Delgleize; R. Murphy; Shaw; Steel; Tinajero; and Wagner 06/28/2017 Minutes of Board Meeting Page 14 of 16 AB 1234 REPORTS: Director Ferryman provided an update on a recent meeting of the Santa Ana River Flood Protection Agency where John Collins was recently appointed Chairman and Director Ferryman was appointed Vice-Chairman. He also provided additional budgetary and staffing information. INFORMATION ITEMS: None. Director Kim departed the meeting at 6:54 p.m. Director Wanke departed the meeting at 6:55 p.m. CLOSED SESSION: Director Nagel recused himself and left the meeting during Closed Session. CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION 54956.8: The Board convened in closed session at 6:55 p.m. to discuss one item. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Section and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Board reconvened in regular session at 7:19 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Mr. Herberg clarified that as the agenda for the Operations Committee meeting of July 5, 2017, has already been published, the items from the Consent Calendar, being referred to that committee, will be provided as Supplemental Agenda Items. 06/28/2017 Minutes of Board Meeting Page 15 of 16 Chair Sebourn wished everyone a Happy 41h of July and stated that OCSD's Administrative offices will be closed in observance. ADJOURNMENT: At 7:21 p.m. Chair Sebourn adjourned the meeting until the Regular Board Meeting on July 26, 2017 at 6:00 p.m. Submitted by: Kelly A. Lore Clerk of the Board O6/2812017 Minutes of Board Meeting Page 16 of 16 ITEM NO. 2 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, June 7, 2017, 5:00 p.m. A regular meeting of the Operations Committee was called to order by Committee Chair Withers on Wednesday, June 7, 2017 at 5:04 p.m. in the Administration Building. Director Yarc led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: John Withers, Chair Jim Herberg, General Manager Ellery Deaton, Vice-Chair Bob Ghirelli,Assistant General Manager Denise Barnes Celia Chandler, Director of Human Resources Kris Beard (Alternate) Jim Colston, Director of Environmental Services Allan Bernstein Rob Thompson, Director of Engineering Robert Collacott Ed Torres, Director of Operations and Maintenance Richard Murphy Lorenzo Tyner, Director of Finance & Tim Shaw Administrative Services Fred Smith Tina Knapp, Deputy Clerk of the Board Michelle Steel Greg Blakeley Mariellen Yarc Jennifer Cabral Greg Sebourn, Board Chair Ron Coss David Shawver, Board Vice-Chair Don Cutler Anne Marie Feery COMMITTEE MEMBERS ABSENT: Lisa Frigo Phil Hawkins Alfredo Garcia Mike Lahlou Mark Manzo Tom Meregillano Kathy Millea Jeff Mohr Ddaze Phuong Mike White Eros Yong OTHERS PRESENT: Brad Hogin, General Counsel Patrick Sheilds, IRWD PUBLIC COMMENTS: None. 0 610 712 01 7 Operations Committee Minutes Page 7 of REPORT OF COMMITTEE CHAIR: Committee Chair Withers did not provide a report. REPORT OF GENERAL MANAGER: General Manager Jim Herberg did not provide a report. CONSENT CALENDAR: Late Communication pertaining to Item Nos. 3 and 4 was provided to the Committee in the blue folders. 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED. and DULY CARRIED TO: Approve Minutes of the May 3, 2017 Operations Committee Meeting. AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton, Murphy, Sebourn, Shaw, F. Smith, Steel, Yarc, and Withers NOES: None ABSTENTIONS: Shawver ABSENT: Hawkins 2. SEISMIC HAZARD EVALUATION AT PLANT NOS. 1 AND 2, PROJECT NO. PS15-06 (Rob Thompson) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with Geosyntec Consultants to provide engineering services for the Seismic Hazard Evaluation at Plant Nos. 1 and 2, Project No. PS15-06, for an amount not to exceed $2,578,028; and B. Approve a contingency of$257,800 (10%). AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton, Murphy, Sebourn, Shaw, Shawver, F. Smith, Steel, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins O610712017 Operations CommiVee Minutes Page 2 of 6 3. CENTRAL GENERATION ENGINES AUTOMATIC BALANCING ANALYZERS (Ed Torres) Provided as Late Communication, the last line of the paragraph in the Financial Considerations section should read, "(Line item: Small Capital Projects, Section 8, Page 86).". MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a sole source purchase order to Windrock, Inc. for the purchase and installation of two Windrock Auto Balance analyzers, plus associated equipment, on two central generation engines, one at each plant, for a total amount not to exceed $501,376; and B. Approve a contingency of$50,137 (10%). AYES: Barnes, Beard (Alternate), Bernstein, Collacoft, Deaton, Murphy, Seboum, Shaw, Shawver, F. Smith, Steel, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins 4. CENTRAL GENERATION FACILITIES OIL CENTRIFUGE HEATER AND CONTROLS REPLACEMENT(Ed Torres) Provided as Late Communication, the last line of the paragraph in the Financial Considerations section should read, "(Line item: Small Capital Projects, Section 8, Page 86).". MOVED. SECONDED. and DULY CARRIED TO: A. Approve a Sole Source Purchase Order to replace and install four new Alfa Laval Central Generation Centrifuge Heaters and Controls at Plant Nos. 1 and 2 Central Generation facilities, for a total amount not to exceed $111,082; and B. Approve a contingency of$16,662 (15%). AYES: Barnes, Beard (Alternate), Bernstein, Collacoft, Deaton, Murphy, Seboum, Shaw, Shawver, F. Smith, Steel, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins 0 6/0 712 01 7 Operations Cone Wg Minulm Page 3of6 5. BIOSOLIDS MANAGEMENT CONTRACT RENEWAL—TOLE RANCH (Jim Colston) MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: A. Authorize the five-year contract renewal with Tule Ranch, Amendment No. 2, to manage Orange County Sanitation District's biosolids from Reclamation Plant No. 1 and Treatment Plant No. 2 for land application and/or landfill disposal (Specification No. S-2011-51313D), for the period commencing November 1, 2017 through October 31, 2022, for a unit price increase of $2.50, for a new unit price of$57 per ton, for a total estimated annual amount not to exceed $9,000,000; and B. Approve an aggregate annual unit price contingency of 5%. AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton, Murphy, Seboum, Shaw, Shawver, F. Smith, Steel, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins NON-CONSENT CALENDAR: 6 2017 AUDIT REPORT OF ORANGE COUNTY SANITATION DISTRICT SEWER SYSTEM MANAGEMENT PLAN (Jim Colston) Director of Environmental Services Jim Colston provided an informative PowerPoint presentation that encompassed both Item Nos. 6 and 7. Mr. Colston's presentation included an overview of the Sewer System Management Plan, auditor statements regarding the Plan, audit findings, opportunities for improvement, and changes made to the Plan based on the audit. Item Nos. 6 and 7 were voted on in one action. MOVED. SECONDED. and DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Final WDR/SSMP Audit Report dated May 19, 2017. AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton, Murphy, Sebourn, Shaw, Shawver, F. Smith, Steel, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins 06,072017 opewions Committee Minute Peps 4 of 6 7. SEWER SYSTEM MANAGEMENT PLAN UPDATE (Jim Colston) MOVED. SECONDED. and DULY CARRIED TO Recommend to the Board of Directors to: Approve and file the Orange County Sanitation District's Sewer System Management Plan, dated May 9, 2017. AYES: Barnes, Beard (Alternate), Bernstein, Collacott, Deaton, Murphy, Seboum, Shaw, Shawver, F. Smith, Steel, Yarc, and Withers NOES: None ABSTENTIONS: None ABSENT: Hawkins INFORMATION ITEMS: 8. LABORATORY, MONITORING, AND COMPLIANCE DIVISION UPDATE (Jim Colston) Director of Environmental Services Jim Colston introduced Ron Coss, Laboratory, Monitoring, and Compliance Manager, who provided an informative PowerPoint presentation that included an overview of the division,the reports generated by the division, laboratory workload, laboratory workload by customer, productivity and budget, results of a recent survey conducted regarding division management and goals,and laboratory accreditation.A suggestion was made to publish ocean water quality testing results on OCSD's website. 9. 2017-18 BUDGET UPDATE PRESENTATION (Lorenzo Tyner) Director of Finance &Administrative Services Lorenzo Tyner introduced this item and indicated that the Budget Update Fiscal Year 2017-1 B document is provided as Late Communication in the Directors' blue folders. Mr. Tyner introduced Controller Mike White,who gave a PowerPoint presentation that provided a budget update summary, major revenue components (fees/charges and general income), user fees and the relationship to revenue, comparison of annual single family residential rates, general income, outlay categories, expense summary, four distinct types of the Capital Improvement Program (CIP), CIP ten-year annual outlays, and debt issuances (no additional issuances planned). Director Steel departed the meeting at 5:30 p.m. DEPARTMENT HEAD REPORTS: None. 06I0712017 Opemlions committee Minutes Paps 5 or8 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS IF ANY: None. ADJOURNMENT Committee Chair Withers declared the meeting adjourned at 6:00 p.m. to the next scheduled meeting of Wednesday, July 5, 2017 at 5:00 p.m. Submitted by, Tom ('-ytr� Tina Knapp, CMC Deputy Clerk of the Board 0 610 712 01 7 Operations Committee Minutes Page 6 of 6 MINUTES OF THE LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE Orange County Sanitation District Monday,June 12, 2017 at 12:00 p.m. A meeting of the Legislative and Public Affairs Committee was called to order by Chair Seboum on Monday, June 12, 2017 at 12:01 p.m, in the Administration Building of the Orange County Sanitation District. Vice-Chair Shawver led the pledge of allegiance. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Greg Sebourn, Board Chair Jim Hertel General Manager David Shawver, Board Vice-Chair Bob Ghirelli, Assistant General Manager Allan Bernstein, Member-At-Large Celia Chandler, Director of Human Resources Peter Kim, Member-At-Large Jim Colston, Director of Environmental Services Donald P. Wagner, Member-At-Large Rob Thompson, Director of Engineering Chad Wanke, Member-At-Large Lorenzo Tyner, Director of Finance & John Wdhers, Member-At-Large Administrative Services Tina Knapp, Deputy Clerk of the Board COMMITTEE MEMBERS ABSENT: Jennifer Cabral None. Belen Carrillo Rebecca Long Kelly Newell Mark Manzo OTHERS PRESENT: Mark Atkinson, Inside the Outdoors Brad Hogin, General Counsel Eric O'Donnell, Townsend Public Affairs Eric Sapirstein, ENS Resources (via teleconference) Stephanie Smith, Inside the Outdoors Cori Williams, Townsend Public Affairs PUBLIC COMMENTS: None. M/12/2017 Legislative and Public Affairs Committee Mil Pagel of REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for intormatton only and require no action by the Committee. General Manager Jim Herberg reported that he and Director of Engineering Rob Thompson recently had a successful meeting with the Orange County Transportation Authority CEO and Director of Capital Projects. Director of Environmental Services Jim Colston reported that the diesel fuel excise tax increase recently adopted by State legislation does not significantly impact internal OCSD operations. OCSD, however, will see a significant increase in biosolids hauling contract costs due to the fuel tax increase. With the introduction of centrifuge operations in the near future, however, OCSD should see a reduction in overall biosolids hauling. Mr. Colston indicated he would confirm whether or not the diesel costs would rise incrementally annually. The Committee requested that this information be provided to them in brief talking points. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn hom the Consent Calendar Air separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED. and DULY CARRIED TO: Approve minutes for the Committee meeting held on May 8, 2017. AYES: Bernstein, Kim, Sebourn, Wagner,Wanke, and Withers NOES: None ABSTENTIONS: Shawver ABSENT: None INFORMATION ITEMS: 2. LEGISLATIVE AFFAIRS UPDATE (Rebecca Long) Rebecca Long, Senior Public Affairs Specialist, indicated that staff recently attended a grants workshop and scheduled a meeting with a contractor regarding the possibility of obtaining grant writing services. The upcoming visit to Sacramento is June 271h. Ms. Long also indicated that the State of the District event will be rescheduled from October 131h due to a conflict with the Association of California Cities-Orange County (ACC-OC) Leadership Symposium. Eric Sapirstein, ENS Resources, reported that confirmation was recently received from the Bureau of Reclamation that the final expansion of the 06/1212017 Legislative and Pubic Attain;Committee Minutes Page 2 of 6 Groundwater Replenishment System (GWRS) project is eligible to receive continued federal assistance, notwithstanding Title 16 assistance. Mr. Sapirstein also indicated that the U.S. Environmental Protection Agency has received approximately 43 applications for water funding loans, 23 of which are from California. The GWRS final expansion project and the Poseidon project are two of the 23. Mr. Sapirstein reported that water infrastructure continues to be an important message bearing repeating to members of the House and Senate, and Committees of the same, for continued understanding of waters role in infrastructure. Water infrastructure funding opportunities continue to remain at the same levels as in the previous budget. Mr. Sapirstein also indicated that public-private projects, like the Poseidon project, are of interest to water infrastructure development as this type of project continues to offer a public aspect as opposed to being entirely privatized. Mr. Sapirstein addressed the item on the agenda for consideration to approve letters regarding H.R. 2510. Mr. Sapirstein also reported on recent staffing changes made in various branches of the federal government. Cori Williams and Eric O'Donnell, Townsend Public Affairs (TPA), provided an informative PowerPoint presentation that included an update on the 2017-18 state legislative session deadlines and specific calendar dates; the state budget general fund and the strong theme of social services; May revisions made by the Governor regarding natural resources and the conclusion of the emergency drought response; updates on a variety of bills of interest including AB 574 (Quirk), AB 851 (Caballero), SB 212 (Jackson), AB 1250 (Jones-Sawyer), AB 1479 (Bonta), AB 1129 (Stone), park bond bills, and SB 623 (Monning); bills to watch including SB 231 (Hertzberg) and AB 967 (Gloria); long term conservation proposals including AB 968 (Rubio), AB 1654 (Rubio), AB 1668 (Friedman), AB 1669 (Friedman), and a proposed budget trailer bill; and upcoming OCSD tour dates for key legislative stakeholders. As AB 851 (Caballero) changed dramatically and co-sponsorship of the bill was not desired. The Committee expressed interest in developing a bill next year, like AB 851 (Caballero), offering and addressing a narrower scope for design-build authority for OCSD projects. The Committee requested a copy of the final language of AB 1250 (Jones-Sawyer) once it is available. OWl MO17 Legislative and Public Affairs Committee Minutes peg.3016 NON-CONSENT CALENDAR: 3, CO-SPONSOR H.R. 2510 LETTER AND H.R. 2510 ACKNOWLEDGEMENT LETTER (Bob Ghirelli) Assistant General Manager Bob Ghirelli provided a brief introduction of this item. Director Wagner indicated that the sponsorship acknowledgement letter could better attract attention if it identified the benefits at the outset. Staff indicated that the letter would be rewritten to outline the benefits at the beginning of the letter. It was also requested that the co-sponsorship acknowledgement letter include Representative Linda Sanchez. MOVED. SECONDED. and DULY CARRIED TO: A. Approve, as amended, H.R. 2510 Cosponsorship Request Letter — Water Quality Protection and Job Creation Act of 2017 (DeFazio) for Congressman Ed Royce, Congresswoman Walters, Congressman Rohrabacher, and Congressman Lou Correa; and B. Approve, as amended, H.R. 2510 Sponsorship Acknowledgement Letter—Water Quality Protection and Job Creation Act of 2017 (DeFazio) for Congressman Alan J. Lowenthal and Congresswoman Napolitano. AYES: Bernstein, Kim, Sebourn, Shawver, Wagner, Wanks, and Withers NOES: None _ ABSTENTIONS: None ABSENT: None INFORMATION ITEMS: 4. POSITION LETTER DISTRIBUTION (Bob Ghirelli) Public Affairs Supervisor Jennifer Cabral provided an overview of this item and indicated that staff proposes providing a summary of the legislative position letters, and the corresponding letters, to the Directors via the General Manager Monthly Report. The Directors can then use them according to their needs. The Committee requested that the position letters also be distributed to ACC-OC and the League of California Cities. The Committee indicated that other agencies distribute letters like this to their Board Members and the City/General Managers for the respective agencies. The Chair clarified the wishes of the Committee and requested that the legislative position letters be sent to the Board Members and their respective City/General Managers via a specific and separate email from the General Manager Monthly Report, and that these letters and a summary of the positions also be included in the General Manager Monthly Report. OOIIM017 Legislative and Public ARaba committee Mlnules Page 4 of 5. INSIDE THE OUTDOORS YEAR-END PRESENTATION (Bob Ghirelli) Public Affairs Specialist Kelly Newell introduced the representatives from Inside the Outdoors, Mark Atkinson and Stephanie Smith, and provided a brief overview of the Inside the Outdoors organization. Ms. Smith and Mr. Atkinson provided an informative presentation on the Inside the Outdoors programs,which included an overview of the organization, the programs offered, and components of the various programs. Ms. Smith responded to questions from the Committee regarding costs of the program, the application process, and how the organization markets itself, which differs district-by-district. Staff responded to a question regarding the number of young adults reached through the OCSD tour program. The Committee requested additional information about the Inside the Outdoors programs so they can notify schools in their cities of the availability of the programs and to encourage participation. 6. PUBLIC AFFAIRS UPDATE (Jennifer Cabral) Ms. Cabral provided a brief overview of the current public affairs outreach efforts. Chair Sebourn indicated that the information included in the agenda packets provides specific information pertaining to these efforts. Ms. Cabral indicated that the outreach efforts are highlighted in the General Manager Monthly Report and indicated that this information can be shared and used as each Director deems appropriate. From today's meeting, a recap and follow up information regarding the diesel fuel excise tax will be included in the General Manager Monthly Report, as will additional information pertaining to the Inside the Outdoors programs. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Chair Sebourn announced that N you are interested in participating in an organization to which OCSD belongs, please let General Manager Herberg or Ms. Cabral know. The Committee requested a list of those organizations to which OCSD belongs and a description of the opportunities for Board Member involvement and what this involvement entails, including location and time commitment. 06/122017 Legislative and Public Aflain Committee Minutes Page 5 of 6 ADJOURNMENT: Chair Sebourn declared the meeting adjourned at 1:23 p.m. to the next Legislative and Public Affairs Committee meeting, Monday, July 10, 2017 at 3:30 p.m. Submitted by:rVLt nj f'� 1g y� I_ Tina Knapp, CMC Deputy Clerk of the Board 06/1 212 01 7 Legislative and Public Affairs Committee Minutes Page 6 of 6 MINUTES OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, June 14, 2017 at 5:00 P.M. A regular meeting of the Administration Committee of the Orange County Sanitation District was called to order by Committee Chairman Wanks on June 14, 2017 at 5:02 p.m. in the Administration Building of the Orange County Sanitation District. Alternate Director Peterson led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Chad Wanke, Chair Jim Herberg, General Manager Donald P. Wagner, Vice-Chair Bob Ghirelli, Assistant General Manager Jim Ferryman Celia Chandler, Director of Human Resources Peter Kim Jim Colston, Director of Environmental Services Al Krippner Rob Thompson, Director of Engineering Steve Nagel Ed Torres, Director of Operations & Maintenance Scott Peotter Lorenzo Tyner, Director of Finance & Erik Peterson (Alternate) Administrative Services Greg Seboum, Board Chair Kelly Lore, Clerk of the Board David Shawver, Board Vice-Chair Janine Aguilar Al Garcia COMMITTEE MEMBERS ABSENT: Rebecca Long Glenn Parker Mark Manzo Teresa Smith Mike White Sal Tinajero OTHERS PRESENT: Brad Hogin, General Counsel PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Wanks did not provide a report. REPORT OF GENERAL MANAGER: General Manager Jim Herberg announced that on Friday, he and Director of Engineering Rob Thompson met with OCTA CEO Darrell Johnson and Executive Director of Capital Programs Jim Biel to discuss alternative solutions, to meet the needs of both agencies, regarding the 1405 expansion. 06/14/2017 Administration Committee Minutes Page 1 of 5 REPORT OF DIRECTOR OF FINANCE AND ADMINISTRATIVE SERVICES: Director of Finance and Administrative Services Lorenzo Tyner did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the May 10, 2017 Administration Committee Meeting. AYES: Ferryman, Kim, Krippner, Nagel, Peotter, Peterson (Alternate), Shawver, and Wanke NOES: None ABSTENTIONS: None ABSENT: Parker, Seboum, T. Smith, Tinajero, and Wagner 2. FY 2017-18 USE CHARGES FOR SANTA ANA WATERSHED PROJECT AUTHORITY (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 17-XX, entitled, "A Resolution of the Board of Directors of Orange County Sanitation District Establishing Use Charges for the 2017-18 Fiscal Year Pursuant to the Wastewater Treatment and Disposal Agreement with the Santa Ana Watershed Project Authority ("SAWPA")". AYES: Ferryman, Kim, Krippner, Nagel, Peotter, Peterson (Alternate), Shawver, and Wanke NOES: None ABSTENTIONS: None ABSENT: Parker, Seboum, T. Smith, Tinajero, and Wagner 3. GANN APPROPRIATIONS LIMIT FOR FISCAL YEAR 2017-18 (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 17-XX entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing the Annual Appropriations Limit for Fiscal Year 2017-18, for the Orange County Sanitation District in accordance with the Provisions of Division 9 of Title 1 of the California Government Code." AYES: Ferryman, Kim, Krippner, Nagel, Peotter, Peterson (Alternate), Shawver, and Wanke NOES: None ABSTENTIONS: None ABSENT: Parker, Seboum, T. Smith, Tinajero, and Wagner O6/14/2017 Administration Committee Minutes Page 2 of 5 4. TEMPORARY EMPLOYMENT SERVICES (Celia Chandler) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Authorize the General Manager to enter into sole source purchase order contracts with various staffing firms for Temporary Employment Services selected in Specification No. CS-2009-421BD for the period July 1, 2017 through June 30, 2018; and B. Authorize the General Manager to add or remove staffing firms from the available pool, as needed, to meet work requirements identified by the Human Resources Department, with no change to the approved total budget, at a total cost not to exceed $1,187,190. AYES: Ferryman, Kim, Krippner, Nagel, Peotter, Peterson (Alternate), Shawver, and Wanks NOES: None ABSTENTIONS: None ABSENT: Parker, Seboum, T. Smith, Tinajero, and Wagner Chair Sebourn arrived at 5:05 p.m. Director Wagner arrived at 5:06 p.m. Committee Chair Wanke asked that the Informational Item No. 6 be moved forward. INFORMATION ITEMS: 6. LABORATORY, MONITORING, AND COMPLIANCE DIVISION UPDATE (James Colston) Director of Environmental Services Jim Colston introduced Ron Coss, Laboratory, Monitoring, and Compliance Manager, who provided an informative PowerPoint presentation that included an overview of the division,the reports generated by the division, laboratory workload, laboratory workload by customer, productivity, and budget, results of a recent survey conducted regarding division management and goals, and laboratory accreditation. Questions regarding the urban runoff policy and monitoring were answered by Mr. Colston and Mr. Herberg. A list of storm drain channel locations that feed into the Orange County Sanitation District system was requested. Director T. Smith arrived at 5:14 p.m. O6/14/2017 Administration Committee Minutes Page 3 of 5 NON-CONSENT: 5. PROPOSED REVISIONS TO FY 2017-18 BUDGET (Lorenzo Tyner) Director of Finance and Administrative Services Lorenzo Tyner provided information regarding the budget process and introduced Controller Mike White who provided a PowerPoint presentation on the update to the Fiscal Year 2017-18 budget which included: Revenue, outlays, major revenue components, general user fees, general income, operating expense summary, CIP programs, debt issuances, and the 10-year cash flow. MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve the proposed revisions to the Operating, Capital, Debt/COP Service, and Self-Insurance Budgets for FY 2017-18, as follows: Originally Proposed Adopted Budget Revised Budget FY 2017.18 FY 2017-18 Operations&Maintenance $149,854,390 $151,919,380 Net Capital Improvement Program 137,989,000 148,061,000 Debt/COP Service 83,119,000 82,033,000 General Liability and Property Self-Insurance 1,450,000 1,335,000 Worker's Compensation Self Insurance 1,130,000 1,040,000 Intra-District Joint Equity Purchase/Sale(') 1,700,000 1,240,000 TOTAL $375,242,390 $385,628,380 O Cash to/from Revenue Area 14(RA14)in exchange for capital assets tolfmm consolidated Revenue Area 15(RA15). AYES: Ferryman, Kim, Krippner, Nagel, Peotter, Peterson (Alternate), Sebourn, Shawver, T. Smith, Wagner and Wanks NOES: None ABSTENTIONS: None ABSENT: Parker and Tinajero CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION 54956.8: The Committee convened in closed session at 5:51 p.m. to discuss one item. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Section and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Committee reconvened in regular session at 6:10 p.m. 06/14/2017 Administration Committee Minutes Page 4 of 5 CONSIDERATION OF ACTION IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS IF ANY: None. ADJOURNMENT: Committee Chair Wanke declared the meeting adjourned at 6:10 p.m.to the next regularly scheduled meeting of Wednesday, July 12, 2017 at 5:00 p.m. Submitted by: A reBrk of CMCe card 06/14/2017 Administration Committee Minutes Page 5 of 5 MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, May 24, 2017 at 5:00 p.m. A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Chair Sebourn on Wednesday, May 24, 2017 at 5:03 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Greg Seboum, Board Chair Jim Herberg, General Manager David Shawver, Board Vice-Chair Bob Ghirelli, Assistant General Manager Tim Shaw, Member-At-Large Celia Chandler, Director of Human Donald Wagner, Member-At-Large Resources Chad Wanks, Administration Committee Jim Colston, Director of Environmental Chair Services John Withers, Operations Committee Rob Thompson, Director of Engineering Chair Ed Torres, Director of Operations & Maintenance COMMITTEE MEMBERS ABSENT: Lorenzo Tyner, Director of Finance & Ellery Deaton, Member-At-Large Administrative Services Kelly Lore, Clerk of the Board Jennifer Cabral Al Garcia Tina Knapp Mark Manzo Kathy Millea Jeff Mohr Man Nguyen OTHERS PRESENT: Brad Hogin, General Counsel Claire Hervey Collins, Special Counsel Roger Cards, Special Counsel PUBLIC COMMENTS: No public comments were provided. Clerk of the Board Kelly Lore provided a Late Communication memo regarding a substitute recommendation and attachment to Item No. 5. 05242017 Steering Cemmbee Minutes Page 1 of 6 REPORTS: Chair Sebourn announced that an upcoming tour on the Nerissa and of Plant No. 2 will take place on Tuesday, June Win beginning at 10:30 a.m. He stated that the General Manager and Board of Directors of SAWPA will participate, and invited the Committee as well. General Manager Herberg stated that an accident occurred on the Carbon Canyon Project in which the OCSD contractor, Sancon, reported an injury to one of their employees. The contractor is preparing an incident report to submit to OCSD and staff will continue to monitor the situation. Mr. Herberg further reported on the recently released Grand Jury report regarding pension increases that were implemented in the early 2000's. Staff is working with General Counsel on the response to the report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED. SECONDED, AND DULY CARRIED TO: Approve Minutes of the Special Joint Meeting of the Legislative and Public Affairs Committee and the Steering Committee held on April 26, 2017; and the Regular Meeting of the Steering Committee held on April 26, 2017. AYES: Sebourn; Shaw; Shawver; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Deaton 2. ADOPTION OF UPDATED RESOLUTION ON RULES OF PROCEDURE (Bob Ghirelli) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 17-08, entitled, "A Resolution of the Board of Directors of Orange County Sanitation District Fixing and Establishing Rules of Procedure for the Conduct of Business of the District, and Repealing Resolution No. OCSD 15-27." AYES: Sebourn; Shaw, Shawver; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: None ABSENT: Deaton 05/24/2017 Steering Committee Minutes Page 2 of 5 NON-CONSENT CALENDAR: General Counsel Brad Hogin announced a recusal on Item No. 3 and No. 4 as his firm represents the Orange County Transportation Authority on unrelated matters. He also announced a recusal on the Closed Session Item as his firm also does work for the County of Orange. Mr. Hogin departed the meeting. 3. LEGAL SERVICES WITH LEWIS BRISBOIS BISGAARD & SMITH, LLP (Rob Thompson) Director of Engineering Rob Thompson provided a PowerPoint presentation and overview detailing the necessity of the represented services in these items and the directed goals of the legal services requested. Mr. Thompson, Mr. Herberg and Special Counsel Roger Cerda responded to questions and concerns from the Committee regarding: the stated eminent domain process in the agenda report and its implications, the participation of OCTA Board members in this discussion, clarification of a sole source and the Cooperative Agreement with OCTA. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Authorize an increase of $150,000 to sole source Purchase Order 105851-OB to Lewis Brisbois Bisgaard & Smith, LLP for legal services for a total cost of$225,000. AYES: Sebourn; Shawver; Wagner; Wanks; and Withers NOES: None ABSTENTIONS: Shaw ABSENT: Deaton 4. APPRAISAL SERVICES WITH MASON AND MASON, INC.; AND RIGHT- OF-WAY CONSULTING SERVICES WITH STADIA REALTY, INC. (Rob Thompson) MOVED, SECONDED. AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Authorize an increase of $100,000 to sole source Purchase Order 105903-OB to Mason and Mason, Inc. for appraisal services related to the California Department of Transportation/Orange County Transportation Authority Interstate 405 Improvement Project impacts for a total cost of$140,000; and B. Authorize an increase of $281,800 to sole source Purchase Order 105925-OA to Stadia Realty, Inc. for right-of-way project management consulting related to the California Department of 0524/2017 Steering Cmmktee Minutes Page 3 of 5 Transportation/Orange County Transportation Authority Interstate 405 Improvement Project impacts for a total cost of$377,800. AYES: Sebourn; Shawver; Wagner; Wanke; and Withers NOES: None ABSTENTIONS: Shaw ABSENT: Deaton CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.9(d)(2) and 54956.8: The Committee convened in closed session at 5:36 p.m. to discuss one item. Item Nos. CS-2 and CS-3 were not heard. Confidential minutes of the Closed Session have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Committee reconvened in regular session at 5:52 p.m. CONSIDERATION OF ACTION, IF ANY,ON MATTERS CONSIDERED IN CLOSED SESSION: Roger Cerda, Alston & Bird, Special Counsel representing the District in regard to Item No. CS-1 did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: SUPPLEMENTAL AGENDA ITEM: 5. CLOSED SESSION ATTENDANCE BY DIRECTORS SERVING ON THE BOARD OF AN ADVERSE PARTY (Jim Herberg) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Rescind Resolution Rescind Resolution No. OCSD 17-07, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District Establishing Requirements for Attendance at Closed Sessions by Directors Who Simultaneously Serve on the Governing Body of an Adverse Party"; and 05/24/2017 Steeong Ca m&w Minutes Pegg 4 of B. Adopt Resolution No. OCSD 17-09 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Rescinding Resolution No. OCSD 17-07. AYES: Sebourn; Shaw; Shawver; Wagner; Wanks; and Withers NOES: None ABSTENTIONS: None ABSENT: Deaton ADJOURNMENT: Chair Sebourn declared the meeting adjourned at 5:53 p.m. to the next Steering Committee meeting to be held on Wednesday, June 28, 2017 at 5:00 p.m. Submitted by: Ily A. re C erk o e Board 05/24/2017 Steering Committee Minutes Page 5 or 5 BOARD OF DIRECTORS Meeting Date Toed.of Dir. -- 07/26/17 AGENDA REPORT emNamber Item 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF JUNE 2017 GENERAL MANAGER'S RECOMMENDATION Receive and file the report of the Investment Transactions for the month of June 2017. BACKGROUND The CA Government Code requires that a monthly report of investment transactions be provided to the legislative body. Attached is the monthly report of investment transactions for the month ended June 30, 2017. RELEVANT STANDARDS CA Government Code Section 53607 PRIOR COMMITTEE/BOARD ACTIONS N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following affachment(s)is included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Report of the Investment Transactions for the month ended June 30, 2017 Page 1 of 1 C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 5/31/17 Thru 6/30/17 Transaction Settlement Acq/Disp Interest ,Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss ACQUISITIONS Purchase 06/01/2017 261908107 174,019.80 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 174,019.80 0.00 174,019.80 0.00 Purchase 06/02/2017 261908107 5,041.51 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 5,041.51 0.00 5,041.51 0.00 Purchase 06/022017 261908107 5,274.55 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 5,274.55 0.00 5,274.55 0.00 Purchase 06/032017 261908107 1.36 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 1.36 0.00 1.36 0.00 Purchase 06/052017 261908107 11,040.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 11,040.00 0.00 11,040.00 0.00 Purchase 06/06/2017 261908107 26,250.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 26,250.00 0.00 26,250.00 0.00 Purchase 06/07/2017 261908107 9,929.13 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 9,929.13 0.00 9,929.13 0.00 Purchase 06/082017 31338WX5 5,000,000.00 FHLB Discount Note 99.849 1.01 % 4,992,437.50 0.00 4,992,437.50 0.00 0.99%Due 8/22017 Purchase 06/09/2017 261908107 9,600,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 9,600,000.00 0.00 9,600,000.00 0.00 Purchase 06/09/2017 912828TS9 2,500,000.00 US Treasury Note 99.868 1.05% 2,496,688.06 2,988.38 2,499,676.44 0.00 0.625%Due 9/302017 Purchase 06/122017 261908107 6,157,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 6,157,000.00 0.00 6,157,000.00 0.00 Purchase 06/122017 261908107 43,750.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 43,750.00 0.00 43,750.00 0.00 Purchase 06/122017 261908107 144,219.38 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 144,219.38 0.00 144,219.38 0.00 Purchase 06/132017 912796LUl 5,000,000.00 US Treasury Bill 99.730 0.99% 4,986,500.00 0.00 4,986,500.00 0.00 0.97%Due 9/21/2017 Purchase 06/142017 261908107 28,125.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 28,125.00 0.00 28,125.00 0.00 Purchase 06/152017 261908107 40,277.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 40,277.67 0.00 40,277.67 0.00 Purchase 06/152017 261908107 43,750.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 43,750.00 0.00 43,750.00 0.00 Purchase 06/152017 261908107 500,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 500,000.00 0.00 500,000.00 0.00 Purchase 06/152017 261908107 29,500,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 29,600,000.00 0.00 29,500,000.00 0.00 Purchase 06/152017 261908107 3,657.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 3,657.00 0.00 3,657.00 0.00 Purchase 06/152017 261908107 1,690.24 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 1,590.24 0.00 1,590.24 0.00 Purchase 06/152017 261908107 21.57 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 21.57 0.00 21.57 0.00 Purchase 06/152017 261908107 2,096.58 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 2,096.58 0.00 2,096.58 0.00 Purchase 06/152017 261908107 174,312.58 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 174,312.58 0.00 174,312.58 0.00 Purchase 06/152017 261908107 1,762.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 1,762.50 0.00 1,762.50 0.00 Purchase 06/152017 261908107 2,742.66 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 2,742.66 0.00 2,742.66 0.00 Purchase 06/152017 261908107 247,154.22 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 247,154.22 0.00 247,154.22 0.00 Purchase 06/152017 261908107 1,672.13 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 1,672.13 0.00 1,672.13 0.00 Purchase 06/152017 261908107 183,233.71 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 183,233.71 0.00 183,233.71 0.00 Chandler Asset Management-CONFIDENTIAL Paga 1 Execution Time:7/42017 9:28:10 PM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 5/31/17 Thru 6/30/17 Transaction Settlement Acq/Disp Interest ,Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss ACQUISITIONS Purchase 06/15/2017 261908107 212,379.19 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 212,379.19 0.00 212,379.19 0.00 Purchase 06/16/2017 261908107 1,013.69 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 1,013.69 0.00 1,013.69 0.00 Purchase 06/16/2017 912796LUl 8,000,000.00 US Treasury Bill 99.733 1.01 % 7,978,660.00 0.00 7,978,660.00 0.00 0.99%Due 9/21/2017 Purchase 06/19/2017 261908107 77,573.76 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 77,573.76 0.00 77,573.76 0.00 Purchase 06/19/2017 261908107 231,541.73 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 231,541.73 0.00 231,541.73 0.00 Purchase 06/20/2017 261908107 335.32 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 335.32 0.00 335.32 0.00 Purchase 06/20/2017 261908107 294.40 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 294.40 0.00 294.40 0.00 Purchase 06/20/2017 261908107 590.30 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 590.30 0.00 590.30 0.00 Purchase 06/20/2017 261908107 73.89 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 73.89 0.00 73.89 0.00 Purchase 06/20/2017 261908107 1,977.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 1,977.67 0.00 1,977.67 0.00 Purchase 06/20/2017 3135GOZLO 3,000,000.00 FNMA Note 99.975 1.09% 2,999,250.00 6,916.67 3,006,166.67 0.00 1%Due 9/27/2017 Purchase 06/21/2017 261908107 2,230.58 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 2,230.58 0.00 2,230.58 0.00 Purchase 06/22/2017 24422EST7 550,000.00 John Deere Capital Corp Note 99.957 1.43% 549,763.60 3,217.50 552,981.00 0.00 1.35%Due 1/16/2018 Purchase 06/22/2017 261908107 37,500.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 37,500.00 0.00 37,500.00 0.00 Purchase 06/23/2017 313385JQ0 800,000.00 FHLB Discount Note 99.907 1.03% 799,255.66 0.00 799,255.66 0.00 1.02%Due 7/26/2017 Purchase 06/23/2017 3135GOZLO 3,000,000.00 FNMA Note 99.970 1.11 % 2,999,100.00 7,166.67 3,006,266.67 0.00 1%Due 9/27/2017 Purchase 06/26/2017 261908107 233.44 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 233.44 0.00 233.44 0.00 Purchase 06/26/2017 261908107 234.39 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 234.39 0.00 234.39 0.00 Purchase 06/26/2017 261908107 4,403.46 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 4,403.46 0.00 4,403.46 0.00 Purchase 06/26/2017 261908107 1,667.50 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 1,667.50 0.00 1,667.50 0.00 Purchase 06/26/2017 261908107 482.41 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 482.41 0.00 482.41 0.00 Purchase 06/26/2017 261908107 6,092.47 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 6,092.47 0.00 6,092.47 0.00 Purchase 06/26/2017 261908107 7,785.41 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 7,785.41 0.00 7,785.41 0.00 Purchase 06/26/2017 261908107 3,188.25 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 3,188.25 0.00 3,188.25 0.00 Purchase 06/26/2017 261908107 4,561.43 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 4,561.43 0.00 4,561.43 0.00 Purchase 06/26/2017 261908107 121.61 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 121.61 0.00 121.61 0.00 Purchase 06/26/2017 261908107 7,144.36 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 7,144.36 0.00 7,144.36 0.00 Purchase 06/26/2017 261908107 835.34 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 835.34 0.00 835.34 0.00 Chandler Asset Management-CONFIDENTIAL Page 2 Execution Time:7/4a017 9:28:10 PM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 5/31/17 Thru 6/30/17 Transaction Settlement Acq/Disp Interest ,Type Date CUSIP Quantity Secunty Description Price Yield Amount PurlSold Total Amount GainfLoss ACQUISITIONS Purchase 06/26/2017 261908107 435.97 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 435.97 0.00 435.97 0.00 Purchase 06/26/2017 261908107 8,503.96 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 8,503.96 0.00 8,503.96 0.00 Purchase 06/26/2017 261908107 531.65 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 531.65 0.00 531.65 0.00 Purchase 06/26/2017 3137EADLO 2,500,000.00 FHLMC Note 99.981 1.07% 2,499,525.00 6,041.67 2,505,566.67 0.00 1%Due 9/29/2017 Purchase 06/27/2017 06406HCE7 870,000.00 Bank of New York Callable Note Cant 99.927 1.43% 869,364.90 4,775.33 874,140.23 0.00 12/25/2017 1.3%Due 1/25/2018 Purchase 06/27/2017 459058FY4 5,000,000.00 Ind.Bank Hewn&Development Note 100.611 1.86% 5,030,550.00 41,944.44 5,072,494.44 0.00 2%Due 1/26/2022 Purchase 06/29/2017 261908107 10,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 10,000.00 0.00 10,000.00 0.00 Purchase 06/29/2017 261908107 2,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 2,000,000.00 0.00 2,000,000.00 0.00 Purchase 06/30/2017 261908107 16,250.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.86% 16,250.00 0.00 16,250.00 0.00 Subtotal 85,764,903.77 85,745,998.39 73,050.66 85,819,049.05 0.00 Security 06/30/2017 912828WUO 30,888.00 US Treasury Inflation Index Note 100.000 30,888.00 17.71 30,905.71 0.00 Contribution 0.125%Due 7115MG24 Subtotal 30,888.00 30,888.00 17.71 30,905.71 0.00 TOTAL ACQUISITIONS 85,795,791.77 85,776,886.39 73,068.37 85,849,954.76 0.00 DISPOSITIONS Sale 06/08/2017 261908107 4,992,437.50 Dreyfus Trsy/Agcy Cash Management 521 1,000 0.68% 4,992,437.50 0.00 4,992,437.50 0.00 Sale 06/09/2017 261908107 2,499,676.44 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 2,499,676.44 0.00 2,499,676.44 0.00 Sale 06/13/2017 261908107 4,986,500.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 4,986,500.00 0.00 4,986,500.00 0.00 Sale 06/16/2017 261908107 7,978,660.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 7,978,660.00 0.00 7,978,660.00 0.00 Sale 06/20/2017 261908107 3,006,166.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 3,006,166.67 0.00 3,006,166.67 0.00 Sale 06/22/2017 261908107 552,981.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 552,981.00 0.00 552,981.00 0.00 Sale 06/23/2017 261908107 3,006,266.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 3,006,266.67 0.00 3,006,266.67 0.00 Sale 06/23/2017 261908107 799,255.66 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 799,255.66 0.00 799,255.66 0.00 Sale 06/26/2017 261908107 2,505,566.67 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 2,505,566.67 0.00 2,505,566.67 0.00 Sale 06/27/2017 261908107 874,140.23 Dreyfus Trsy/Agcy Cash Management 521 1.000 0.68% 874,140.23 0.00 874,140.23 0.00 Chandler Asset Management-CONFIDENTIAL Page 3 Execution Time:7/42017 9:28:10 PM C/" Orange County Sanitation District Consolidated Transaction Ledger Account#10283 5/31/17 Thru 6/30/17 1 Transaction Settlement Acq/Disp Interest ,Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss DISPOSITIONS Sale 06/27/2017 261908107 5,072,494.44 Dreyfus Tmy/Agcy Cash Management 521 1.000 0.71 % 5,072,494.44 0.00 5,072,494.44 0.00 Subtotal 36,274,145.28 36,274,145.28 0.00 36,274,145.28 0.00 Paydown 06/07/2017 62888UAA8 9,505.45 NCUA Guaranteed Note CM02010-R2Due 100.000 9,50545 423.68 9,929.13 0.00 11/6/2017 Paydown 06/15/2017 161571HHO 0.00 Chase CHAIT Pool#2016-A7 100.000 0.00 3,657.00 3,657.00 0.00 1.06%Due 9/16/2019 Paydown 06/15/2017 3133TCE95 1,498.35 FHLMC FSPC E3 A 100.000 1,498.35 91.89 1,590.24 0.00 2.892%Due 8/15/2032 Paydown 06/15/2017 31348SWZ3 16.22 FHLMC FH 786064 100.000 16.22 5.35 21.57 0.00 2.262%Due 1/1/2028 Paydown 06/15/2017 43814OAC2 0.00 Honda Auto Receivables 2016-2 A3 100.000 0.00 2,096.58 2,096.58 0.00 1.39%Due 4/15/2020 Paydown 06/15/2017 477877AD6 173,480.42 John Deere Owner Trust 2014-B A3 100.000 173,480.42 832.16 174,312.58 0.00 1.07%Due 11/15/2018 Paydown 06/15/2017 47787XAB3 0.00 John Deere Owner Trust 2017-A A2 100.000 0.00 1,762.50 1,762.50 0.00 1.5%Due 10/15/2019 Paydown 06/15/2017 47788MAC4 0.00 John Deere Owner Trust 2016-A A3 100.000 0.00 2,742.66 2,742.66 0.00 1.36%Due 4/15/2020 Paydown 06/15/2017 47788NAB4 244,797.81 John Deere Owner Trust 2016-B A2 100.000 244,797.81 2,356.41 247,154.22 0.00 1.09%Due 2/15/2019 Paydown 06/15/2017 654747ABO 0.00 Nissan Auto Receivables 2017-A A2A 100.000 0.00 1,672.13 1,672.13 0.00 1.47%Due 1/15/2020 Paydown 06/15/2017 65478WAB1 181,588.08 Nissan Auto Receivables Owner 2016-C 100.000 181,588.08 1,645.63 183,233.71 0.00 A2A 1.07%Due 5/15/2019 Paydown 06/15/2017 89236WAC2 210,723.10 Toyota Auto Receivables Owner 2015-A 100.000 210,723.10 1,656.09 212,379.19 0.00 1.12%Due 2115/2019 Paydown 06/16/2017 3837H4NX9 980.28 GNMA Pool#2000-9 100.000 980.28 33.41 1,013.69 non 9.5%Due 2/16/2030 Paydown 06/19/2017 43814GAC4 77,504.53 Honda Auto Receivables 2014-2 A3 100,000 77,504.53 69.23 77,573.76 0.00 0.77%Due 3/19/2018 Paydown 06/19/2017 43814NAB1 230,843.95 Honda Auto Receivables 2016-1 A2 100.000 230,843.95 697.78 231,541.73 0.00 1.01%Due 6/18/2018 Paydown 06/20/2017 36225CAZ9 291.95 GNMA Pool#G280023 100.000 291.95 43.37 335.32 non 2.816%Due 12/20/2026 Paydown 06/20/2017 36225CC20 247.69 GNMA Pool#G280088 100,000 247.69 46.71 294.40 0.00 2.817%Due 6120/2027 Chandler Asset Management-CONFIDENTIAL Page 4 Execution Time:7/42017 9:28:10 PM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 5/31/17 Thru 6/30/17 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss DISPOSITIONS Paytlown 06/20/2017 36225CN28 44874 GNMA P0o1#G280408 100.000 448.74 141.56 590.30 0.00 2 691%Due 5/20/2030 Paytlown 06/20/2017 36225CNM4 56.50 GNMA Poo1#G280395 100.000 56.50 17.39 73.89 0.00 2.877%Due 4/202030 Paytlown 06/202017 W225DCBB 1,833.94 GNMA Pco1#G280965 100.000 1,833.94 143.73 1,977.67 0.00 2.31%Due 7/20/2034 Paytlown 06/212017 43814TAB8 0.00 Honda Auto Receivables 2017-1 A2 100.000 0.00 2,230.58 2,230.58 0.00 1.42%Due 7/22/2019 Paytlown 0626/2017 03215PFN4 0.00 AMRESCO Residential Seventies 1999-1 100.000 0.00 233.44 233.44 0.00 ADue 6/25/2029 Paytlown 06/262017 31371NUC7 151.53 FNMA FN 257179 100.000 151.63 82.86 234.39 0.00 4.5%Due 4/1/2028 Paytlown 06/262017 31376KT22 3,749.15 FNMA FN 357969 100.000 3,749.15 654.31 4,403.46 0.00 5%Due 9/12035 Paytlown 06/26/2017 31381 PDA3 623.54 FNMA FN 466397 100.000 623.54 1,043.96 1,657.50 0.00 3.4%Due 11/1/2020 Paytlown 06/262017 3138EG6F6 418.78 FNMA FN AL0869 100.000 418.78 63.63 482.41 0.00 4.5%Due 6/1/2029 Paytlown 06/262017 313MJY35 1,112.15 FHLMC FSPC T-582A 100.000 1,112.15 4,980.32 6,092.47 0.00 6.5%Due 9252043 Paytlown 0626/2017 31397QRED 7,354.99 FNMA FNR 2011-3 FA 100.000 7,354.99 430.42 7,785.41 0.00 0.832%Due 2/252041 Paytlown 06/262017 31398VJ98 0.00 FHLMC FHMS K006 A2 100.000 0.00 3,188.25 3,188.25 0.00 4.251%Due 1/252020 Paytlown 06/262017 31403DJZ3 3,922.73 FNMA Pool#745580 100.000 3,922.73 638.70 4,561.43 0.00 5%Due 6/12036 Paytlown 06/26/2017 31403GXF4 101.11 FNMA Pool#FN 748678 100.000 101.11 20.50 121.61 0.00 5%Due 10/1/2033 Paytlown 06/262017 31406PQY8 6,068.80 FNMA Pool#FN 815971 100.000 6,068.80 1,076.56 7,144.36 0.00 5%Due 3/12035 Paytlown 06/262017 31406XN/75 466.80 FNMA Pool#FN 823358 100.000 466.80 368.54 835.34 0.00 2.875%Due 2/1/2035 Paytlown 06/26/2017 31407BXH7 322.38 FNMA Pool#FN 826080 100.000 322.38 113.59 435.97 0.00 5%Due 7/1/2035 Paytlown 06/262017 31410F4V4 7,250.61 FNMA Pool#FN 888336 100.000 7,250.61 1,253.35 8,503.96 0.00 5%Due 7/12036 Paytlown 06/262017 31417YAY3 429.65 FNMA Pool#FN MA0022 100.000 429.65 102.00 531.65 0.00 4.5%Due 4/1/2029 Subtotal 1,165,789.23 1,165,789.23 36,615.27 1,202,41M.50 0.00 Chandler Asset Management-CONFIDENTIAL Page 5 Execution Time:7/42017 9:28:10 PM C." Orange County Sanitation District Consolidated Transaction Ledger Account#10283 5/31/17 Thru 6/30/17 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount GainfLoss DISPOSITIONS Maturity 06/09/2017 313385GR1 9,600,000.00 FHLB Discount Note 100.000 9,600,000.00 0.00 9,600,000.00 0.00 0,78%Due 6/9/2017 Maturity 06/12/2017 24422ESN0 1,000,000.00 John Deere Capital Corp Note 100.000 1,000,000.00 0.00 1,000,000.00 0.00 1 A 25%Due 6/122017 Maturity, 06/122017 3139SADM1 5,157,000.00 FNMA Note 100.000 5,157,000.00 0.00 5,157,000.00 0.00 5.375%Due 61122017 Maturity, 06/152017 36960LTF2 1,000,000.00 General Electric Co Discount CP 99.847 1,000,000.00 0.00 1,000,000.00 0.00 0.85%Due 6/15/2017 Maturity 06/15/2017 89233GTF3 1,000,000.00 Toyota Motor Credit Discount CP 99.812 1,000,000.00 0.00 1,000,000.00 0.00 0.98%Due 6/15/2017 Maturity, 06/152017 912796LE7 17,500,000.00 US Treasury BILL 100.000 17,500,000.00 0.00 17,500,000.00 0.00 0.7%Due 6/152017 Maturity, 06/152017 912828WP1 10,000,000.00 US Treasury Note 100.000 10,000,000.00 0.00 10,000,000.00 0.00 0.875%Due 61152017 Maturity 06/15/2017 94988J21-0 500,000.00 Wells Fargo Bank Callable Note Otrly 100.000 500,000.00 0.00 500,000.00 0.00 6/15/2016Due 611 512 01 7 Maturity, 06/292017 3137EADH9 2,000,000.00 FHLMC Note 100.000 2,000,000.00 0.00 2,000,000.00 0.00 1%Due 629/2017 Subtotal 47,757,000,00 47,757,000.00 0.00 47,757,BD0.00 0.00 Security 06/152017 261908107 21,000,000.00 Dreyfus Trsy/Agcy Cash Management 521 1.000 21,000,000.00 0.00 21,000,000.00 0.00 Withdrawal Subtotal 21,000,000.00 21,000,000.00 0.00 21,000,000.00 0.00 TOTAL DISPOSITIONS 106,196,934.51 106,196,934.51 36,615.27 106,233,549.78 0.00 OTHER TRANSACTIONS _ Interest 06/01/2017 060505DP6 3,800,000.00 Bank of America Corp Note 0.000 109,250.00 0.00 109,250.00 0.00 5.75%Due 12/1/2017 Interest 06/012017 73358WAG9 2,440,000.00 Port Authority of NV&NJ TE-REV 0.000 64,769.80 0.00 64,769.80 0.00 5.309%Due 12/1/2019 Interest 06/052017 166764AA8 2,000,000.00 Chevron Carp Callable Note Cont 11/5/17 0.000 11,040.00 0.00 11,040.00 0.00 1.104%Due 12/5/2017 Interest 06/062017 369604BC6 1,000,000.00 General Electric Go Note 0.000 26,250.00 0.00 26,250.00 0.00 5.25%Due 12/6/2017 Interest 06/122017 24422ESNO 1,000,000.00 John Deere Capital Corp Note 0.000 5,625.00 0.00 5,625.00 0.00 1.125%Due 6/12/2017 Interest 06/122017 313383HU8 5,000,000.00 FHLB Note 0.000 43,750.00 0.00 43,750.00 0.00 1.75%Due 6/12/2020 Chandler Asset Management-CONFIDENTIAL Page 6 Execution Tim.:7142017 9:2e:10 PM �'" Orange County Sanitation District Consolidated Transaction Ledger Account#10283 5/31/17 Thru 6/30/17 Transaction Settlement Acq/Disp Interest Type Date CUSIP Quantity Security Description Price Yield Amount PurlSold Total Amount Gain/Loss OTHER TRANSACTIONS Interest 06/12/2017 31398ADM1 5,157,000.00 FNMA Note 0.000 138,594.38 0.00 138,594.38 0.00 5,375%Due 6/12/2017 Interest 06/14/2017 3135GOG72 5,000,000.00 FNMA Note 0.000 28,125.00 0.00 28,125.00 0.00 1.125%Due 12/14/2018 Interest 06/15/2017 458140AL4 2,000,000.00 Intel Corp Note 0.000 13,500.00 0.00 13,500.00 0.00 1.35%Due 12115/2017 Interest 06/15/2017 459058EJB 5,000,000.00 Ind.Bank Recon&Development Nate 0.000 25,000.00 0.00 25,000.00 0.00 1%Due 6/1 512 01 8 Interest 06/15/2017 912828WP1 10,000,000.00 US Treasury Note 0.000 43,750.00 0.00 43,750.00 0.00 0.875%Due 6/152017 Interest 06/152017 94988J210 500,000.00 Wells Fargo Bank Callable Note C01y 0.000 1,T7.67 0.00 1,777.67 0.00 6/15/2016Due 611 512 01 7 Interest 06/222017 3135GOD75 5,000,000.00 FNMA Note 0.000 37,500.00 0.00 37,500.00 0.00 1.5%Due 622/2020 Interest 06/29/2017 3137EADH9 2,000,000.00 FHLMC Note 0.000 10,000.00 0.00 10,000.00 0.00 1%Due 6/29/2017 Interest 06/302017 912828WS5 2,000,000.00 US Treasury Note 0.000 16,250.00 0.00 16,250.00 0.00 1.625%Due 61302019 Subtotal 51,897,000.00 575,181.85 0.00 575,181.85 0.00 Dividend 06/02/2017 261908107 7,631,489.79 Dreyfus Trsy/Agcy Cash Management 521 0.000 5,274.55 0.00 5,274.55 0.00 Dividend 06/02/2017 261908107 6,112,340.19 Dreyfus Trsy/Agcy Cash Management 521 0.000 5,041.51 0.00 5,041.51 0.00 Dividend 06/03/2017 261908107 6,117,381.70 Dreyfus Trsy/Agcy Cash Management 521 0.000 1.36 0.00 1.36 0.00 Subtotal 19,861,211.68 10,317A2 0.00 10,317.42 0.00 TOTAL OTHER TRANSACTIONS 71,758,211.68 585,499.27 0.00 585,499.27 0.00 Chandler Asset Management-CONFIDENTIAL Page 7 Execution Time:7/42017 9:28:10 PM OPERATIONS COMMITTEE Meeting Date Ta Bd.of Dir. 07/05/17 07/26/17 AGENDA REPORT IbernNumber Item Number z a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: DIGESTER CLEANING CONTRACT GENERAL MANAGER'S RECOMMENDATION A. Approve a Service Contract with Synagro-W WT, Inc., the lowest responsive and responsible bidder, for Digester Cleaning, Specification No. S-2017-82413D, for an 18-month period beginning September 1, 2017 through February 28, 2019, for an amount not to exceed $3,953,958 with four (4) additional 18-month renewal options; and B. Approve a contingency of$395,396 (10%) aggregately per contract period. BACKGROUND Digesters are used to stabilize organic solids from primary and secondary treatment processes for ultimate reuse as well as to produce digester gas to power the Orange County Sanitation District's (Sanitation District) Central Generation facilities. Staff periodically cleans the digesters to remove the accumulated grit and rags that inhibit their performance. The previous digester-cleaning contract expired in November 2016. Staff recommends Synagro-W WT, Inc. be awarded the digester cleaning contract as the lowest responsive and responsible bidder. Approving the recommendation will allow the Sanitation District to maintain its current goal of completing four digester cleanings every 18 months. RELEVANT STANDARDS • Support Biosolids Management Program • Efficiency efforts reduce the cost to provide the current service level or standard • Maintain a proactive asset management program PROBLEM Periodic digester cleaning to remove materials that build up over time is required to maintain process capacity. Additionally, it provides an opportunity to assess the structural and mechanical conditions of the digesters after cleaning. Page 1 of 3 PROPOSED SOLUTION Approval of a digester cleaning contract with Synagro-WWT, Inc. to complete the necessary work. TIMING CONCERNS Timely approval of the contract will enable staff to stay on track with the cleaning schedule. RAMIFICATIONS OF NOT TAKING ACTION Poorer performance of the digesters and elevated future rehabilitation costs. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION This Contract was competitively bid with 14 prospective bidders. Six bid packages were received by the Sanitation District and are listed below. Bidder Total Cost NRC Environmental (Non-Responsive) $2,624,362 Synagro-WWT, Inc. $3,953,958 Wastewater Solids $5,108,995 American Process $6,438,219 Pipe and Plant $8,898,672 National Plant $15,149,000 The bids received are based upon a unit cost per dry ton of material removed and disposed of, as well as equipment mobilization and demobilization. The bid from NRC Environmental was deemed Non-Responsive as it did not provide any valid references as required by the Notice Inviting Bid (NIB) for Specification No. S-2017-824BD, to demonstrate its capabilities to provide digester cleaning services. CECIA N/A Page 2 of 3 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the Division 8701880 budget (Line item: Repairs & Maintenance, Section 6 pages 92 and 96). Date of Approval Contract Amount Contingency 07/26/2017 $3,953,958 $395,396 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package and attachments: Digester Cleaning Services Contract Page 3 d 3 SERVICE CONTRACT Digester Cleaning Services Specification No. S-2017.824BD THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Synagro-WWT, Inc. with a principal place of business at 3845 Bilhell Lane,Suisun City,CA 94585(hereinafter referred to as "Service Provider") collectively referred to as the "Parties". WITNESETH WHEREAS, OCSD desires to retain the services of Service Provider for Digester Cleaning Services"Services"; and WHEREAS, OCSD has chosen Service Provider to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, on July 26, 2017, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Service Provider; and WHEREAS, Service Provider is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and Service Provider. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit"A". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit"A" Scope of Work including all Appendices (including Addendum 1 -3.8.17) Exhibit"B" Bid from Service Provider Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" OCSD Safety Standards Exhibit"E-J" Not Used Exhibit X' Not Used (Addendum 3.17.17) Exhibit"L" Not Used (Addendum 3.17.17) 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. Orange County Sanitation District 1 of 9 Specification No. S-2017-824BD 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, President's Day, Memorial Day, Independence Day, Labor Day,Veterans Day,Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 The term "work days", when used in this Contract, shall be as defined in Exhibit"A". 1.9 Service Provider shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Service Provider as a result of work performed in anticipation of purchases of said services by OCSD. 2. Compensation Compensation to be paid by OCSD to Service Provider for Services under this Contract for a firm fixed price not to exceed the total amount of Three Million Nine Hundred Fifty-Three Thousand Nine Hundred Fifty-Eight and 00/00 Dollars ($3,953,958.00). 3. California Department of Industrial Relations (D/R)Repistration and Record of Wanes 3.1 To the extent Service Provider's employees and/or its Subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Service Provider and its Subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Service Provider and its Subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non- compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Service Provider and its Subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. 3.4 The Service Provider and its Subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 4. Payments Payments shall be made upon approval by OCSD Project Manager, or his designee, of invoices submitted for Services completed as described in Exhibit "A". Service Provider shall submit monthly invoices including all deliverables per Exhibit"A",Section 4. OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. Orange County Sanitation District 2 of 9 Specification No. S-2017-824BD 5. Invoices 5.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 5.2 Invoices shall be emailed by Service Provider to OCSD Accounts Payable at APStafflaDOCSD.00m and reference the following in the subject line: "INVOICE", the Purchase Order number, the Project Manager and Specification No. S-2017-824131D. 6. Audit Rights Service Provider agrees that, during the term of this Contract and for a period of three(3)years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Service Provider relating to the invoices submitted by Service Provider pursuant to this Contract. 7. Scone of Work Subject to the terms of this Contract, Service Provider shall perform the Services attached hereto and incorporated herein Exhibit"A". Service Provider shall perform said Services in accordance with generally accepted industry and professional standards. 6. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 9. Contract Term The Services provided under this Contract shall be completed within eighteen months (1 112) years beginning on September 1, 2017 through February 28, 2019. (Addendum 3.17.17) 10. Renewals 10.1 OCSD may exercise the option to renew the Contract for up to four (4) eighteen month periods based upon the criteria set forth in Exhibit "A", under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. (Addendum 3.17.17) 10.2 Renewals may be made through the OCSD Purchase Order process. 11. Termination 11.1 OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Service Provider shall immediately discontinue all work under this Contract(unless the notice directs otherwise). OCSD shall thereafter,within thirty(30)days, pay Service Provider for work performed (cost and fee) to the date of termination. Service Provider expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Service Provider other than for work performed to the date of termination. 11.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Service Provider is not meeting specification requirements, if the level of service is inadequate, or any other default of this Contract. 11.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Service Provider: Orange County Sanitation District 3 of 9 Specification No. S-2017-824BD • if Service Provider becomes insolvent or files a petition under the Bankruptcy Act; or • if Service Provider sells its business; or • if Service Provider breaches any of the terms of this Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 11.4 All OCSD property in the possession or control of Service Provider shall be returned by Service Provider to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 12_ Insurance Service Provider and all subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Service Provider shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Service Provider allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 13. Bonds Not Used. (Addendum 3.17.17) 14. Indemnification and Hold Harmless Provision Service Provider shall assume all responsibility for damages to property and/or injuries to persons, including accidental death,which may arise out of or be caused by Service Provider's services under this Contract, or by its subcontractor or by anyone directly or indirectly employed by Service Provider, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OCSD, Service Provider shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Service Providers performance under the Contract,and/or(b)on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any ads or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Service Provider of or anyone employed by or working under Service Provider. To the maximum extent permitted by law, Service Provider's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Service Provider agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 15. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors and Service Providers to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Service Provider is required to follow the most stringent regulatory requirement at no cost to OCSD. Service Provider and all their employees and subcontractors,shall adhere to all applicable OCSD Safety Standards and Human Orange County Sanitation District 4 of 9 Specification No. 5-2017-824BD Resources Policies found at: OCSD.com, "Document Central", under the heading "About Us". OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference as though fully set forth herein in Exhibit"D". 16. Warranties In addition to the Warranties stated in Exhibit"A", the following shall apply: 16.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contract. 16.2 Service Provider's warranty: If, within the 12-month period following completion of its Services, OCSD informs Service Provider that any part of the Services fails to meet the standards required under this Contract, Service Provider shall, within the time agreed to by OCSD and Service Provider, take all such actions as are necessary to correct or complete the noted deficiency(ies)at Service Provider's sole expense. 17. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 18. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 19. Freight (F.O.B. Destination) Service Provider assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 20. Familiarity with Work By executing this Contract, Service Provider warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Service Provider discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Service Provider's risk, until written instructions are received from OCSD. 21. Regulatory Reguirements Service Provider shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 22. Licenses. Permits. Ordinances and Regulations Service Provider represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Contract will be paid by Service Provider. 23. Applicable Laws and Regulations Service Provider shall comply with all applicable federal, state, and local laws, rules, and regulations. Service Provider also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Service Provider's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. Orange County Sanitation District 5 of 9 Specification No. S-2017-824BD 24. Contractor's Employees Compensation 24.1 Davis-Bacon Act— Not Used. 24.2 General Prevailing Rate— OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Contract, and copies of the same are on file in the office of the engineer of OCSD. The Service Provider agrees that not less than said prevailing rates shall be paid to workers employed on this Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 24.3 Forfeiture For Violation - Service Provider shall, as a penalty to OCSD, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the Service Provider or any subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. 24.4 Apprentices — Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the Service Provider shall comply therewith if the prime Contract involves thirty thousand dollars ($30,000.00)or more or twenty(20)working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars($2,000.00) or more or five (5)working days or more. 24.5 Workday — In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and the Service Provider shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in General Prevailing Rate above. Service Provider shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty five dollars ($25.00)for each worker employed in the execution of this Contract by Service Provider or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. Service Provider shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by Service Provider in connection with the project. 24.6 Record of Wages: Inspection - Service Provider agrees to maintain accurate payroll records showing the name, address, social security number,work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by it in connection with the project and agrees to require that each of its subcontractors do the same. All payroll records shall be certified as accurate by the applicable Service Provider or subcontractor or its agent having authority over such matters. Service Provider further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Section 1776 may be deducted from project payments per the requirements of Section 1776. Orange County Sanitation District 6 of 9 Specification No. 5-2017-824BD 25. South Coast Air Quality Management District's (SCAQMD) Requirements It is Service Provider's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 26. Governing Law This Contract shall be governed by and interpreted under the laws of the State of Califomia and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 27. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Service Provider to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 26. Remedies In addition to other remedies available in law or equity, if the Service Provider fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may(1)cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Service Provider. In the event OCSD elects to"cover" as described in (3), OCSD shall be entitled to recover from Service Provider as damages the difference between the cost of the substitute goods or Services and the Contract price, together with any incidental or consequential damages. 29. Dispute Resolution 29.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 29.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, orthree arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 30. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Orange County Sanitation District 7 of 9 Specification No. S-2017-824BD 31. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 32. Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 33. Damage to OCSD's Property Any of OCSD's property damaged by Service Provider, any subcontractors or by the personnel of either will be subject to repair or replacement by Service Provider at no cost to OCSD. 34. Disclosure Service Provider agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 35. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Service Provider an OCSD employee. During the performance of this Contract, Service Provider and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Service Provider and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 36. Limitations upon Subcontracting and Assignment Service Provider shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 37. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Service Provider. 36. Non-Liability of OCSD Officers and Emplovees No officer or employee of OCSD shall be personally liable to Service Provider, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Service Provider or to its successor, or for breach of any obligation for the terms of this Contract. 39. Read and Understood By signing this Contract, Service Provider represents that he has read and understood the terms and conditions of the Contract. 40. Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 41. Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 8 of 9 Specification No. S-2017-824BD 42. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Michelle Hadaway Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 SERVICE PROVIDER: Synagro-WWT, Inc. 3845 Bithell Lane Suisun City, CA W85 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Seboum, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager SYNAGRO-WWT, INC. Dated: By: Print Name and Title of Officer IRS Employers I.D. Number Orange County Sanitation District 9 of 9 Specification No. S-2017-824BD OPERATIONS COMMITTEE Meeting Date Ta Bd.of Dir. 07/05/17 07/26/17 AGENDA REPORT emNumber hem Number 3 5 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations & Maintenance SUBJECT: LIGHT DUTY TRUCK COOPERATIVE PROCUREMENT WITH NATIONAL AUTO FLEET GROUP GENERAL MANAGER'S RECOMMENDATION Approve the purchase of four light duty trucks using the National Joint Powers Alliance cooperative Contract Number 120716-NAF with National Auto Fleet Group for a total cost of $148,000 in accordance with Ordinance No. OCSD-47, Section 2.03(B), Cooperative Purchases. BACKGROUND The Orange County Sanitation District (Sanitation District) fleet has approximately 200 cars and trucks. The Sanitation District budgeted for replacement of four light duty trucks that are at the end of their useful life or that require excessive maintenance to keep operational. RELEVANT STANDARDS • Participate in National Joint Powers Authority (NJPA) cooperative purchasing program • Consider life-cycle costs in all decisions PROBLEM The Sanitation District identified four light duty trucks for replacement in FY 2016-17. The existing trucks have reached the end of their useful life and are encountering excessive repairs or are no longer operational. PROPOSED SOLUTION Staff is seeking approval to purchase four replacement vehicles. TIMING CONCERNS These light duty trucks are used by maintenance staff in the treatment plant and collections systems. Page 1 of 2 RAMIFICATIONS OF NOT TAKING ACTION If these vehicles are not replaced, the Sanitation District may incur excessive maintenance repairs and exposure to safety and reliability issues. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Seeking the lowest price, the Sanitation District is utilizing the NJPA agreement. The NJPA is a public agency that serves as a cooperative for over 50,000 member agencies nationally. The Sanitation District is a member of the NJPA at no cost. NJPA offers a multitude of cooperatively contracted products, equipment, and services opportunities to education and government entities throughout the country. This purchase of four vehicles is in accordance with the NJPA agreement contract with National Auto Fleet Group is in accordance with the Sanitation District's Purchasing Ordinance, Section 2.03B. The Contract Number 120716-NAF Category Fleet Services, Parts & Equipment is in effect through January 17, 2021. The total cost includes California state sales tax, freight, and all applicable fees. All NJPA contracts have been competitively solicited nationally, reviewed, evaluated by committee, and recommended to the NJPA Board of Directors for award with the Minnesota public purchasing rules and regulations applicable to NJPA. Each solicitation is issued on behalf of NJPA members nationwide. Each request for proposal (RFP) advises all responders that NJPA desires a vendor who can sell and service participating members in all 50 states. All RFP respondents understand that these contracts will be under consideration for use by government, education, and non-profit member agencies throughout the United States. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. These items have been budgeted through the Capital Equipment Budget Summary (Fiscal Year 2016-2017 Budget Section 8 (Line Item: 822-Fleet Services, Pages 104-105). Date of Aooroval Contract Amount Contlnaencv 07/26/2017 $148,000 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 2 of 2 OPERATIONS COMMITTEE Meeting Date Ta Bd.of Dir. 07/05/17 07/26/17 AGENDA REPORT emNumber Item Number 5 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: PURCHASE OF SODIUM HYPOCHLORITE, SPECIFICATION NO. C-2017-853BD GENERAL MANAGER'S RECOMMENDATION A. Award an Agreement to JCI Jones Chemicals, Inc. for the purchase of sodium hypochlorite (bleach), Specification No. C-2017-853BD, for the period September 1, 2017 through August 31, 2018, for a unit price of $0.51/gallon delivered, plus applicable sales tax, for an estimated annual amount of $626,726.25, with four(4) one-year renewal options; and B. Approve a (10%) unit price contingency. BACKGROUND Bleach has historically been used at the Orange County Sanitation District (Sanitation District)treatment plants for disinfection of plant water and odor control. Bleach is added to the chemical scrubbers at the treatment plants to remove hydrogen sulfide from the odorous air from the sewers and treatment processes. Staff estimates approximately 1,130,000 gallons of bleach usage during this contract period. RELEVANT STANDARDS • Zero odor incidents/events under normal operating conditions for Plants 1 and 2 • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting PROBLEM The wastewater treatment processes at Plant Nos. 1 and 2 generate foul odors that must be controlled to minimize adverse impact to our neighbors. PROPOSED SOLUTION Bleach has been effective in controlling hydrogen sulfide odors from our treatment facilities and is an effective disinfectant for plant water. Page 1 d 2 TIMING CONCERNS Our current contract expires on August 31, 2017, and there are no renewals. RAMIFICATIONS OF NOT TAKING ACTION Shortages in available bleach will impede our ability to mitigate odor at both plants and result in increased odor to the surrounding neighbors. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Sanitation District advertised for a-bids for the purchase of bleach on April 6, 2017. Two sealed bids were received on May 16, 2017. The bids were evaluated in accordance with the Sanitation District's policies and procedures. Staff recommends awarding a chemical purchase contract to the lowest responsive and responsible bidder, JCI Jones Chemicals, Inc., for the purchase of bleach. The following is a summary of the bids received. Bidder Amount of Bid (Excluding Applicable Sales Tax) Olin Corporation $615,850 JCI Jones Chemicals, Inc. $576,300 Univar USA Inc No bid CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the Division 830 and 840 operating budgets (Section 6, Line item: Supplies, Pages 84 and 88). Date of Approval Contract Amount Contingency 07/26/2017 $0.51(unit price) 10%unit price contingency ATTACHMENTS: The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Sodium Hypochlorite Agreement, Specification No. C-2017-853BD Page 2 of 2 AGREEMENT FOR PURCHASE OF SODIUM HYPOCHLORITE— NaOCI (BLEACH) SOLUTION SPECIFICATION NO. C-2017.853BD THIS AGREEMENT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and JCI Jones Chemicals, Inc. with a principal place of business at 1401 Del Amo Boulevard, Torrance, CA 90501 (hereinafter referred to as "Supplier") collectively referred to as the "Parties". W/TNESETH WHEREAS, OCSD requires Sodium Hypochlorite Solution in its sewage treatment process and has prepared Scope of Work (attached hereto and incorporated herein by reference as Exhibit "A")for the purchase of said Sodium Hypochlorite Solution; WHEREAS, sealed bids for the Purchase of Sodium Hypochlorite Solution, Specification No. C-2017-853BD were solicited, received, and opened on May 16, 2017; and WHEREAS, on July 26, 2017, the Board of Directors of OCSD, by minute order, authorized execution of this Agreement between OCSD and Supplier; and WHEREAS, OCSD has chosen Supplier to provide Sodium Hypochlorite Solution in accordance with Ordinance No. OCSD-47; and NOW, THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and Supplier. The terms and conditions herein exclusively govern the purchase of Sodium Hypochlorite Solution as described in the Scope of Work/Technical Specifications, attached hereto and incorporated herein by reference as Exhibit"A". 1.2 Exhibits to this Agreement are incorporated by reference and made a part of this Agreement as though fully set forth at length herein. Exhibits to this Agreement are as follows in order of precedence: Exhibit"A" Scope of Work/Technical Specifications Exhibit"B" Bid from Supplier Exhibit"C" Acknowledgement of Insurance Requirements Exhibit"D" OCSD Safety Standards 1.3 In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the exhibits hereto, the provisions of this Agreement shall in all respects govern and control. 2. Delivery 2.1 LOCATION: Deliveries shall be made to Plant 1 located at 10844 Ellis Avenue, Fountain Valley, CA 92708 and Plant No. 2 at 22212 Brookhurst Street, Huntington Beach, CA. in accordance with Exhibit"A"inclusive of its attachments. Complete orders will be delivered F.O.B. Destination, and shall include unloading chemical into OCSD's Sodium Hypochlorite tanks. Orange County Sanitation District 1 Of 8 Specification No. C-2017-853BD N1415 2.2 OCSD will pay only for the actual gallons of Sodium Hypochlorite Solution delivered, based upon certified tare weight and net weight. Gallons invoiced by Supplier and payable by OCSD will be for the total net gallons of Sodium Hypochlorite Solution delivered (loaded gross weight minus the tare weight). Tare weight shall be determined immediately after each delivery and prior to cleaning, emptying or clearing the delivery tank. 2.3 A delivery statement shall accompany all shipments and state the weight,gallons, specific gravity of the product and percent delivered. 3. Possession Ownership and control of all Sodium Hypochlorite Solution delivered pursuant to this Agreement shall remain solely and exclusively with Supplier, until complete transfer of possession by delivery to OCSD at the designated location is made from Supplier. 4. Quand 4.1 OCSD makes no guarantee to actual use or quantity of Sodium Hypochlorite Solution purchased. Use may be sporadic based on the wastewater treatment requirements unique to the treatment plant. 4.2 OCSD will, through the term of this Agreement, purchase Sodium Hypochlorite Solution from Supplier exclusively, except when OCSD determines Supplier cannot make delivery within the time specified, with the quality and quantity specified, at the Agreement price, the level of service is inadequate,OCSD unapproved increase in active dry pound rate or for any other default or breach of this Agreement. In such event, OCSD may purchase Sodium Hypochlorite Solution elsewhere and charge Supplier any difference in the delivered price to OCSD from that provided in this Agreement, or alternatively, OCSD may terminate the Agreement based on said breach or failure to deliver the specified product. Quality control tests will be performed by OCSD on the delivered Sodium Hypochlorite Solution to ensure that Specifications are attained. 5. Pricing and Invoicina 5.1 Supplier will invoice monthly for delivered Sodium Hypochlorite Solution per Exhibit "A", and at the price(s) listed in the Bid Price Form (attached hereto and incorporated herein by reference as Exhibit "B"). Prices shall include all cartage and taxes per gallon except California State Sales Tax. The sales tax will be paid by OCSD. 5.2 OCSD shall pay, Net 30 days, upon receipt and approval by the OCSD Project Manager, or designee of itemized invoices, submitted in duplicate, in a form acceptable to OCSD to enable audit of the charges thereon. All invoices must reference the Purchase Order Number. Supplier will mail the invoices to Orange County Sanitation District, 10844 Ellis Avenue, Fountain Valley, CA 92708, attention Accounts Payable. All invoices shall include a description of the delivery location,the delivery date and the unit price.All cash discounts shall be taken and computed from the date of completion of tasks or acceptance of equipment, material, installation and training, or from the date of receipt of invoice, whichever occurs last. 6. Modifications 6.1 This Agreement may be modified or changed only by written instrument in the form of an amendment to this Agreement signed by both Parties. 6.2 Pricing modifications: The prices established in this Agreement shall remain firm for the one-year Agreement term.Quarterly pricing will not be accepted.Any adjustments made will allow for increases or decreases in the manufactured cost of the Sodium Hypochlorite Solution and will Orange County Sanitation District 2 of 8 Specification No. C-2017-853BD N1415 be based upon OCSD validated information furnished by Supplier and OCSD sources. Adjustments will only be reviewed on an annual basis. OCSD reserves the right to agree with or reject the proposed price increase or decrease. 6.3 Price changes may be made through the OCSD Purchase Order Process. 7. Aareement Term The purchase of Sodium Hypochlorite Solution under this Agreement shall be for the period of one (1) year commencing on September 1, 2017 and continuing through August 31, 2018. 8. Renewals 8.1 OCSO may exercise the option to renew the Agreement for up to four(4)one-year periods based upon the criteria set forth in Exhibit "A", if mutually acceptable terms can be negotiated. OCSD shall make no obligation to renew nor give reason if it elects not to renew. The prices established in the original Agreement may be adjusted. Refer to Section titled Modifications listed above for pricing modifications. 8.2 Renewals may be made through the OCSD Purchase Order Process. 9. Termination 9.1 OCSD reserves the right to terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice to Supplier from OCSD. Upon receipt of a termination notice,Supplier shall immediately discontinue all work under this Agreement(unless the notice directs otherwise). OCSD shall thereafter,within thirty (30)days, pay Supplier for work performed(cost and fee)to the date of termination.Supplier expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of the Agreement. Such notice of termination shall terminate this Agreement and release OCSD from any further fee, cost or claim hereunder by Supplier other than for work performed to the date of termination. 9.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's determination that Supplier is not meeting specification requirements for delivery of quantities needed, the level of service is inadequate, for poor quality of product, for OCSD unapproved increase in rate, or any other default or breach of this Agreement. 9.3 OCSD may also terminate the Agreement for default in whole or in part by written notice to Supplier from OCSD: 9.3.1 if Supplier becomes insolvent or files a petition under the Bankruptcy Act; or 9.3.2 if Supplier sells its business; or 9.3.3 if Supplier breaches any of the terms of this Agreement. 9.4 All OCSD property in the possession or control of Supplier shall be returned by Supplier to OCSD upon demand, or at the termination of this Agreement, whichever occurs first. 10. Indemnification and Hold Harmless Supplier shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Suppliers services under this Agreement, or by its subcontractor or by anyone directly or indirectly employed by Supplier, and Orange County Sanitation District 3 of 8 Specification No. C-2017-853BD N1415 whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence of or willful misconduct of OCSD, Supplier shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Supplier's performance under this Agreement, and/or (b) on account of any goods and services provided under this Agreement. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Supplier of or anyone employed by or working under Supplier. To the maximum extent permitted by law, Supplier's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Supplier agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 11. Insurance Supplier shall purchase and maintain, throughout the life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein by reference as Exhibit "C"). Supplier shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD, nor shall Supplier allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Agreement. 12. Equipment Loss OCSD will be responsible for any loss or damage to Supplier-owned equipment, when OCSD determines OCSD is at fault, and will reimburse Supplier for such loss or damage upon receipt of invoices, less a deduction for any amount determined to be the fault of Supplier. 13. Conflict of Interest and Reporting Supplier shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement. 14. Supplier's Relationship to OCSD Supplier's relationship to OCSD in the performance of this Agreement is that of an independent contractor. The personnel performing services under this Agreement shall, at all times, be under Supplier's exclusive direction and control, and shall be employees of Supplier and not employees of OCSD. Supplier shall pay all wages, salaries and other amounts due its employees in connection with this Agreement, and shall be responsible for all legal reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, worker's compensation and similar matters. 15. Safety and Accident Prevention 15.1 General: In addition to the requirements set forth in Exhibit "A", Supplier shall meet with personnel from OCSD'S Risk Management Division to review safety and accident prevention policies and procedures prior to its initial delivery. All subcontractors should be present at this meeting. Supplier is responsible to inform all subcontractors of the items discussed at this meeting. This meeting shall occur within five (5)working days of the effective date of the Notice to Proceed. Supplier and all their employees and subcontractors, shall adhere to all applicable Orange County Sanitation District 4 of 8 Specification No. C-2017-853BD N1415 OCSD Safety Standards, as well as Safety Policy SOP-607, Hazard Communication and SOP- 102, PPE and Human Resources Policies found at: OCSD.com, "Document Central", under the heading "About Us". OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference as though fully set forth herein in Exhibit"D". 16. Drug-Free Workplace All employees of Supplier who will perform work under this Agreement must adhere to the California Drug-Free Workplace Act, Government Code Sections 8350 through 8357. 17. Assianments Neither this Agreement nor any interest herein or any claim hereunder may be assigned by Supplier either voluntarily or by operation of law, nor may all or substantially all of this Agreement be further subcontracted by Supplier without the prior written consent of OCSD. 18. Attorney's Fees If any action at law or in equity 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. 19. Permits. Ordinances and Requisitions Any and all fees required by Federal, State, County, City and/or local laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement shall be paid by Supplier. Fees demanded for obtaining certificates, including associated inspection fees and expenses of regulatory body inspectors shall be paid by Supplier. 20. Training Certification When required by regulation, certificates of training shall be maintained on-site for the duration of the activity that requires an employee of Supplier to be certified. Certificates shall be current. Lack of certificates when required will be cause for removal of offending personnel from the site, termination of the Agreement, or both. 21. Compliance With Law Supplier warrants that under the performance of this Agreement, it shall comply with all applicable Federal, State and local laws, and all lawful orders rules and regulations thereunder. In connection with the execution of this Agreement, Supplier shall not discriminate against employees or an applicant for employment because of race, religion, color, sex or national origin. Supplier shall take affirmative action to ensure that applicants are employed and employees are treated during their employment without regard to their race, religion, color, sex or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay-off or termination; rate of pay,or other forms of compensation; and selection for training, including apprenticeship. 22. Disputes 22.1 This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. Pending final resolution of a dispute hereunder, Supplier shall proceed diligently with the performance of this Agreement and in accordance with OCSD'S decision. 22.2 In the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation.The Parties shall mutually select a mediatorto facilitate the resolution of the dispute. Orange County Sanitation District 5 of 8 Specification No. C-2017-853BD N1415 If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS'), or any similar organization or entity conducting an alternate dispute resolution process. 22.3 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of Agreement, each Party shall select an arbitrator, and those two (2) arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 23. Right to Review Services. Facilities. and Records 23.1 OCSD reserves the right to review any portion of the services performed by Supplier under this Agreement, and Supplier agrees to cooperate to the fullest extent possible. Supplier shall furnish to OCSD such reports, statistical data, and other information pertaining to Supplier's services as shall be reasonably required by OCSD to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and any other agreement relating to the development of the project(s) and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bond and other obligations. 23.2 The right of OCSD to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Supplier shall not relieve Supplier of any obligation set forth herein. 24. Incorporated Documents 24.1 In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the other incorporated documents, the provisions of this Agreement shall in all respects govern and control. 25. Severability Any provision of this Agreement which is found to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, and the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions hereof. 26. Waiver The waiver of either Party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such Party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. 27. Breach Any breach by Supplier to which OCSD does not object shall not operate as a waiver of OCSD to seek remedies available to it for any subsequent breach. Orange County Sanitation District 6 of 8 Specification No. C-2017-853BD N1415 26. Public Contracts Law OCSD is subject to the provisions listed in the prevailing wage determination made by the Director of Industrial Relations pursuant to California Labor Code part 7, Chapter 1, Article 2, Sections 1770, 1773 and 1773.1. It is agreed that all provisions of law applicable to public contracts are part of this Agreement to the same extent as though set forth herein and will be complied with by Supplier. Supplier shall not pay less than the prevailing wage. 29. South Coast Air Quality Management District's (SCAQMD) Requirements It is Supplier's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All contract work practices, which may have associated emissions shall comply with the appropriate rules and regulations of the SCAQMD. 30. Performance Time is of the essence in the performance of the provisions hereof. 31. Familiarity with Work liy executing this Agreement, Supplier warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3)it understands the facilities, difficulties and restrictions of the work under this Agreement. Should Supplier discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Supplier's risk, until written instructions are received from OCSD. 32. Damage to OCSD'S Property Any OCSD property damaged by Supplier,any subcontractor,or by the personnel of either will be subject to repair or replacement by Supplier at no cost to OCSD. 33. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OCSD and Supplier. 34. Authority to Execute The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are formally bound. 35. Read and Understood lay signing this Agreement, Supplier represents that it has read and understood the terms and conditions of the Agreement. 36. Entire Agreement This Agreement constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 7 of 8 Specification No. C-2017-853BD N1415 37. Notices All notices under this Agreement must be in writing. Written notice shall be sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. All notices shall be effective when first received at the following addresses: OCSD: Michelle Hadaway Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Supplier: JCI Jones Chemicals, Inc. 1401 Del Amo Blvd. Torrance, CA 90501 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Agreement to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager JCI JONES CHEMICALS, INC. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 8 of 8 Specification No. C-2017-853BD N1415 EXHIBIT A TECHNICAL SPECIFICATIONS PURCHASE OF SODIUM HYPOCHLORITE - NaOCI (BLEACH) SOLUTION SPECIFICATION NO. C-2017-853BD 1. Summary - The product supplied shall be Sodium Hypochlorite. The technical specifications are as follows: A. General Requirements: The bleach (Sodium Hypochlorite, NaOCI) shall be liquid, shall be in accordance with AW WA standard B300-10, and shall be meet the following specifications: Parameter Specification Sodium hypochlorite, weight by weight, % 12.5-15.0 Specific gravity -1.19 Free alkalinity as NaOH by weight, % 0.2 minimum, 1.0 maximum Appearance Clear yellowish-green liquid Available Chlorine, weight by weight , % 11.9-14.3 B. Purity Requirements: The sodium hypochlorite shall not exceed the following concentrations of impurities: Parameter Maximum Allowable Value Iron, 1 2 Copper, ppm 0.1 Nickel, ppm 0.1 Manganese, ppm 0.1 Insoluble, by weight, % 0.15 Suspended solids quality test using vacuum < 3 filtration for 1 liter, with 0.8 um filter paper, 20 mm H . minutes Product Reauirements - Orange County Sanitation District (OCSD) does not guarantee any minimum or maximum usage of solution, but it is estimated that the annual usage at Plant 1 and 2 will be 460,000 and 670,000 gallons, respectively for a total of 1,130,000 gallons.The quantity mentioned is an estimate only. Supplier must be able to demonstrate they can provide 1,130,000 gallons of bleach in one year and can deliver daily. Deliveries will be limited to a maximum of 5,000 gallons per load and allow for the load quantity to be split for smaller, 4,000 gallon storage tanks. Multiple truckloads may be required at both plants on any given day. Every truckload will be split typically amongst 2 or 3 storage tanks. Supplier must include all charges associated with the contract including deliveries to multiple chemical tanks and fuel surcharge in the unit price per gallon and/or freight per gallon as submitted in the Bid. Chemical shall conform to the requirements of AWWA B300-10. The product supplied shall be of new manufacture and shall not be a reconstituted, reclaimed, or spent product. OCSD will conduct routine analyses of delivered chemical. The supplier shall provide EXHIBIT A 1 of 2 Specification No. C-2017-853BD quarterly a sample report analysis which will include constituents listed under 1.A. General Requirements and 1.B. Purity Requirements for OCSD, additional analysis maybe required upon request by OCSD. The chemical must meet minimum specification of bleach at the time of delivery. OCSD reserves the right to reject a load if the concentration of that batch is not within the specified range of Sodium hypochlorite, weight by weight 12.5% - 15%. Repeated deviations of the product from the specifications of more than two times per calendar month may be used as grounds for terminating the Contract. 2. Delivery of Bleach - Scheduled deliveries will be made seven days a week from 7:00 a.m. to 4:00 p.m. Under normal conditions, OCSD will provide a two-day notification, except in emergency situations whereby a twenty-four (24) hour notice for delivery is required. A delivery statement shall accompany all shipments and state delivered weight, delivered gallons, specific gravity of the product being shipped and percent Sodium Hypochlorite of the delivered solution. A separate certificate of analysis will accompany each load with the percent Sodium Hypochlorite and specific gravity. Supplier must verify delivery connections type and size for the storage tanks. OCSD's plant gates are equipped with intercoms for the purpose of announcing arrivals. Please follow instructions- DO NOT BLOW HORNS. Please reference Chemical Delivery Unloading Procedures, Attachment"A-2". 3. Spill Response Plan - Supplier shall have and maintain an effective spill response plan for in plant spills and in-route spills to minimize environmental impacts. Said plan must be forwarded in writing to OCSD within thirty days of the date of the Notice to Proceed, before meeting with OCSD's Safety Division, and before chemical is delivered. Supplier must be able to demonstrate drivers have been properly trained if OCSD requests records. 4. Safe — Orange County Sanitation Districts requires hard hats,safety glasses and safety shoes be worn on the plant premises. Drivers shall comply with OCSD safety policies while on the plant process sites.Safety equipment shall be provided by Supplier. Chemical safety goggles are required when working in designated areas. Face shields may also be required to be worn when working around pressured chemical systems at connections, disconnections, adjustments and observations. It is the responsibility of Supplier to inform the delivery truck drivers of this obligation and train them in these requirements. Drivers must review the safety shower and eye wash locations prior to off-loading chemicals. Lack of safety equipment or failure to use safety equipment will be cause for resection of the product and/or termination of the Contract. A meeting with personnel from OCSD's Safety and Emergency Response Department will be required before start of work under this Contract. EXHIBIT A 2 of 2 Specification No. C-2017-853BD Exhibit B Orange County Sanitation District Peg.t Purchase of Sodium Hypochlonte—NaOCI(Bleach)Solution(C2017-8538O),bidding on May 16,2017 2:00 PM Primed 0511612017 Bid Results 3 Bid Results Bidder Details Vendor Name JCI Jones Chemicals,Inc. Address 1401 Del Amo Blvd 1401 Del Amo Blvd Torrance,CA 90501 United States Responsve Colleen DUBose Respondent Title Sales Coordinator Phone 310-523-1629 EA. Email cduboseQcIchem.ccm Vendor Type Bid Detail Bid Format Electronic Submitted May 15.2017 2:26:40 PM(Padfic) Delivery Method JCI Tanker Tmcks/2 Days ARO Bid Responsive Did Status Submitted Confirmation 9 105806 Ranking 0 Respondee Comment Buyer Comment Attachments File Title File Name File Type Exhibit C and G OCSD Exhibit C and G.pdf General Attachment Line Items Discount Terms nodiscount Type Item Code UOM city Unit price Line Total Discount Comment Total cost for estimated 1,130,000 Gallons usage(Sodium Hypochlorito—NeOCI(Bleach)Solution),delivered(F.O.B. Destination),excluding applicable Sales Tax 1 Product Cost-Unit Price per Gallon (Excluding Applicable Sales Tax) Gallon 1130000 $0.5100 5576,300.0000 $576.300.0000 $0.51 Gal Delivered 2 Freight Cost(Delivered-F.O.B.Destination)Per Gallon Gallon 1130000 0 0 0 Subtotal $576.300.0000 $576,300.0000 Torsi 1576,300.0000 $576,300.0000 Plan.tSids.Inc. Orange County Sanitation District(OCSD) 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 Phone (714) 962-2411 Fax (714) 593-7784 ACKNOWLEDGMENT OF INSURANCE REQUIREMENTS` A CE FICATION OF ABILITY TO P OVIDE AND MAINTAIN COVERAGES SPECIFIED 1, /M �S , the es� Coos-f- V Pre4,d,l T J (President,Secretary, Manager, Owner or Representative) of J _Tv 5 CIfCA/IICa15 , certify that the Specifications and (Name of Company, Corporation or Owner) General Provision regardi nce requirements as stated below, for the Purchase Contract designated Specification No. 2401 — insura�")�]� . have been read and understood and that our fine, as bidder on this project, is ble to provide and maintain the coverage as specified below. If the awarded bidder fails to Provide Said cov a this shall be sufficient cause for contract termination. Failure to maintain said coverage shall result in temli 'on o_f the ard-ed/bidders contract. �✓ Dater (Signature of Prebident Owner or Authorized Company Representative) Return the signed Acknowledgement to the Buyer handling the bid/RFP. INSURANCE REQUIREMENTS 'WE STRONGLY RECOMMEND THIS SHEET BE GIVEN TO YOUR INSURANCE AGENTIBROKER IMMEDIATELY TO ENSURE YOUR FIRM CAN COMPLY WITH OUR REQUIREMENTS IN THE EVENT YOUR FIRM IS AWARDED THE CONTRACT Once you have been awarded the contract please provide us with a certificate of insurance and supporting endorsements as described below. The actual endorsements(see Proof of Coverage below for specific form numbers)must be provided-a statement on an insurance certificate will not be accepted in lieu of the actual endorsement We prefer to receive original electronic documents in PDF format via a-mall to rkleinmanfa)ocsd.com. Only if you cannot send electronic carts and endorsements will we accept hard copies sent to Randall Kleinman,Orange County Sanitation District,Div.260,10844 Ellis Avenue,Fountain Valley,CA 92708. Faxed copies are not considered original documents;your insurance is not considered in compliance until all originals are received. 1. WORKER'S COMPENSATION INSURANCE: The Vendor shall provide such Workers Compensation Insurance as required by the Labor Code of the State of California, including Employers Liability Insurance with a minimum limit of$1,000,000.00. Such Workers Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of OCSO. A statement on an Insurance certificate will not be accepted in lieu of the actual endorsements unless your Insurance carrier is State of California Insurance Fund(SCIF and the endorsement numbers 2570 and 2066 are referenced on the certificate of insurance. 2. GENERAL LIABILITY INSURANCE: The Vendor shall maintain during the life of this contract,including the period of warranty,Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage:$5.0 million per occurrence with$5.0 million aggregate or$5.0 million per occunencelaggregate separate for this contract. 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 cross liability and severability,of interest dauses.A statement on an insurance certificate will not be accepted in lieu of the actual additional Insured endomement(s). If requested by OCSD and applicable,XCU coverage(Explosion, Collapse and Underground) ReV.032217,k Level III ChenucarHazaMous Including POW.Uab9ily Willi Agreement This Affidavit To Be Fully Executed Nan-Collusion Affidavit State Of �t �IrurrlrcZ ) Ss. County Of -b s Awi e5 ) lm Zo5S Beinq Firpt Duly She Sworn, Deposes And Says That He G Is t rP3 Of TC� Sow5 CWMI':4-S'TNC . The Party Making The Bid, That The Bid Is Not Made In The Interest Of, Or On Behalf Of, Any Undisclosed Person, Partnership, Company, Association, Organization, Or Corporation; That The Bid Is Genuine And Not Collusive Or Sham; That The Bidder Has Not Directly Or Indirectly Induced Or Solicited Any Other Bidder To Put In A False Or Sham Bidder, And Has Not Directly Or Indirectly Colluded, Conspired, Connived, Or Agreed With Any Bidder Or Anyone Else To Put In A Sham Bid, Or That Anyone Shall Refrain From Submitting A Bid; That The Bidder Has Not In Any Manner, Directly Or Indirectly,Sought By Agreement, Communication, Or Conference With Anyone To Fix The Bid Price Of The Bidder Or Any Other Bidder, Or To Fix Any Overhead, Profit, Or Cost Element Of The Bid Price, Or Of That Of Any Other Bid, Or To Secure Any Advantage Against The Public Body Awarding The Contract Of Anyone Interested In The Proposed Contract; That All Statements Contained In The Bid Are True; And, Further, That The Bidder Has Not, Directly Or Indirectly, Submitted His Or Her Bid Price Or Any Breakdown Thereof, Or The Contents Thereof, Or Divulged Information Or Data Relative Thereto, Or Paid, And Will Not Pay Any Fee To Any Corporation, Partnership, Company Association, Organization, Bid Depository, Or To Any Member Or Agent Thereof To Effectuate A Collusive Or Sham Bid. I Declare Under Penalty Of Perjury Under a Laws Of The State Of California That The Foregoing Is True And Correct 1, Signature Of. President, Secretary, Manager, Owner Or Representative Subscribed And Sworn To Before Me This , Day Of 20-L-7 Signature Of Notary P blic In And For caiee uueasE "°rco ss H' The County Of , ins.Hceuscauxrr cm.n. ..pmnrss.mn State Of All Signatures Must Be Witnessed By Notary EXHIBIT G Specification No. C-2017-853BD OPERATIONS COMMITTEE Meeting Date To6d.of Dir. 07/05/17 07/26/17 AGENDA REPORT I em Number Item Numbe 6 7 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: REPAIR & REFURBISHMENT OF TWO CENTRAL GENERATION ELECTRICAL GENERATORS, SPECIFICATION NO. S-2017-85OBD GENERAL MANAGER'S RECOMMENDATION A. Approve a Service Contract to R.A. Reed Electric Company, the lowest responsive and responsible bidder, for Repair & Refurbishment of two Central Generation Electrical Generators, Specification No. S-2017-85013D, for an amount not to exceed $424,538.62; and B. Approve a contingency of$84,908 (20%). BACKGROUND Orange County Sanitation District (Sanitation District) operates eight Central Generation (CenGen) generators, between both treatment plants, that meet approximately two-thirds of our electric demand and most of our heating demand. Sanitation District staff conducts routine maintenance of the electrical generators; however, refurbishment and repairs are contracted due to specialized service and equipment requirements. RELEVANT STANDARDS • Protection of Orange County Sanitation District assets • Consider life-cycle costs in all decisions • Use all practical and effective means for recovering energy • 24/7/365 treatment plant reliability PROBLEM The CenGen Electrical Generator No. 2 at Plant No. 2 is oftline due to winding failure and requires repairs to restore it to service. In addition to the repairs, Generator No. 2 will also be refurbished. The remaining seven CenGen electrical generators are fully operational, but are reaching 125,000 hours of service and should be refurbished to ensure continued reliable operation. Page 1 of 3 PROPOSED SOLUTION Contract with R.A. Reed Electric Company to repair and refurbish CenGen Generator No. 2 at Plant No. 2, and refurbish a second CenGen Generator at Plant No. 2. Staff will develop a separate contract to refurbish the remaining six CenGen Generators over a two to three-year period. TIMING CONCERNS Timely refurbishment of the CenGen generators is required to reduce the risk of failure. RAMIFICATIONS OF NOT TAKING ACTION Increased use of the generators without conducting these refurbishments will lead to electrical failure resulting in costly repairs and increased purchased power costs, especially during the summer peak power season. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION This contract was competitively bid with three prospective bidders attending the mandatory job walk with two bids being received by the Sanitation District. The information on the two bidders is listed below. Staff recommends that R.A. Reed Electric Company be awarded the CenGen repair and refurbishment contract as the lowest responsive and responsible bidder. Bidder Total Cost R.A. Reed Electric Company $424,538.62 Integrated Power Services $494,068 A 20% contingency is requested for this effort due to the likelihood of potentially unforeseen repair requirements that may be discovered during the refurbishments. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the Division 870/880 budgets (Line item:Repairs and Maintenance; Section 6, pages 92 and 96). Project contingency funds will be used for this agreement. Page 2 of 3 Date of Approval Contract Amount Contingency 0 712 612 01 7 $424,538.62 $94,908 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package and attachments: • Service Contract Page 3 of 3 SERVICE CONTRACT Repair and Refurbishment of CenGen Electrical Generators Specification No. S-2017-85OBD THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and R.A. Reed Electric Company with a principal place of business at 5503 South Boyle Avenue, Los Angeles, CA 90058, (hereinafter referred to as"Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to retain the services of Contractor for repair and refurbishment of CenGen Electrical Generators No. 2 & 3 at Plant No. 2 "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, on July 26, 2017, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and mutual benefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and Contractor. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit "A,. 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit"A" Scope of Work(including Addendum No. 1 issued on May 18, 2017) Exhibit"B" Bid from Contractor Exhibit "C" Acknowledgement of Insurance Requirements Exhibit "D" OCSD Safety Standards Exhibit"E-J" Not Used Exhibit X' Performance Bond Exhibit"L" Labor and Material Bond 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. Orange County Sanitation District 1 of 10 Specification No. S-2017-8508D 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, President's Day, Memorial Day, Independence Day, Labor Day,Veterans Day,Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 The term "work days", when used in this Contract, shall be as defined herein. Unless otherwise noted in Exhibit A, Scope of Work, the awarded Contractor will schedule work through OCSD's Project Manager. Contractor will not come on site unannounced. All work shall be scheduled Monday through Thursday, between 0600 and 1630 hours (Addendum No. 1 issued May 18, 2017). OCSD will not pay travel time. Refer to Exhibit"A"for the project schedule. 1.9 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.10 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses,or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Compensation Compensation to be paid by OCSD to Contractor for Services under this Contract for a firm fixed price not to exceed the total amount of Four Hundred Twenty-Four Thousand Five Hundred Thirty-Eight and 62100 Dollars ($424,538.62). 3. California Department of Industrial Relations (DOReaistration and Record of Wanes 3.1 To the extent Contractor's employees and/or its subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 at seq, Contractor and its subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. Orange County Sanitation District 2 of 10 Specification No. S-2017-8508D 3.4 The Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 4. Payments Payments shall be made on a lump sum basis per completion of each item as defined in Exhibit"B" and upon approval by OCSD Project Manager, or his designee, of invoices submitted for Services as described in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the work and deliverables listed below have been satisfactorily completed. 5. Invoices 5.1 OCSD shall pay within 30 days of completion and receipt and approval by OCSD Project Manager of an itemized invoice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices shall include the Purchase Order Number. 5.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff(a)OCSD.com and reference the following in the subject line: 'INVOICE", the Purchase Order number, the Project Manager, and Specification No. S-2017-85013D. 6. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 7. Scone of Work Subject to the terms of this Contract, Contractor shall perform the Services attached hereto and incorporated herein Exhibit "A". Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 8. Modifications to Scone of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 9. Contract Term The Services provided under this Contract shall be completed within eighteen (18)weeks from the effective date of the Notice to Proceed. 10. Renewals N/A 11. Termination 11.1 OCSD reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract(unless the notice directs otherwise). OCSD shall thereafter, within thirty(30) days, pay Contractor for work performed (cost and fee) to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for work performed to the date of termination. Orange County Sanitation District 3 of 10 Specification No. S-2017-8508D 11.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not meeting specification requirements, if the level of service is inadequate, or any other default of this Contract. 11.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Contractor: • if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or • if Contractor sells its business; or • if Contractor breaches any of the terms of this Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 11.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 12. Insurance Contractor and all subcontractors shall purchase and maintain,throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. 13. Bonds Contractor shall, before entering upon the performance of this Contract, furnish bonds (attached hereto in Exhibits "K" and "L") approved by OCSD's General Counsel -one in the amount of one hundred percent (100%) of the Contract price bid, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%) of the Contract price bid, to guarantee payment of all claims for labor and materials furnished. This Contract shall not become effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a California admitted surety insurance and must be maintained throughout the life of the project and during the warranty period. 14. Indemnification and Hold Harmless Provision Contractor shall assume all responsibility for damages to property and/or injuries to persons,including accidental death,which may arise out of or be caused by Contractor's services under this Contract, or by its subcontractor or by anyone directly or indirectly employed by Contractor, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OCSD, Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Contractor's performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Contract, and/or(c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor of or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor's Orange County Sanitation District 4 of 10 Specification No. S-2017-85OBD duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless,or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 15. Safety Standards and Human Resources (HR) Policies OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD policies, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no cost to OCSD. Contractor and all their employees and subcontractors, shall adhere to all applicable OCSD Safety Standards and Human Resources Policies, as well as Safety Policy SOP-102, PPE; SOP-605 LOTO; and SOP-205, Electrical Safety found at: OCSD.com, "Document Central", under the heading "About Us". OCSD's Safety Standards and Human Resource Policies are hereby incorporated by reference as though fully set forth herein in Exhibit"D". 16. Warranties In addition to the Warranties stated in Exhibit"A", the following shall apply: 16.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contract. 16.2 Contractor's warranty: The Contractor agrees to perform all Work under this Contract in accordance with the Contract Documents. The Contractor guarantees for a period of at least one (1)year from the date of Acceptance of the Test Run as defined in Exhibit"A"that the completed work is free from all defects due to faulty materials, equipment or workmanship and that it shall promptly make whatever adjustments or corrections which may be necessary to cure any defects, including repairs of any damage to other parts of the system resulting from such defects at its sole expense. OCSD shall promptly give notice to the Contractor of observed defects. In the event that the Contractor fails to make adjustments, repairs, corrections or other work made necessary by such defects, OCSD may do so and charge the Contractor the cost incurred. The Contractors warranty shall continue as to any corrected deficiency until the later of(1)the remainder of the original one- year warranty period; or (2) one year after acceptance by OCSD of the corrected work. The Performance Bond and the Payment Bond shall remain in full force and effect through the warranty period. The Contractor's obligations under this clause are in addition to the Contractors other express or implied assurances under this Contract, including but not limited to specific manufacturer,or state law and in no way, diminish any other rights that OCSD may have against the Contractor for faulty materials, equipment, or Work. 17. Performance Time is of the essence in the performance of this Contract and the provisions hereof. Orange County Sanitation District 5 of 10 Specification No. S-2017-850BD 18. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 19. Freight(F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 20. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 21. Reaulatory Reauirements Contractor shall perform all work under this Contract in strict conformance with applicable federal, state, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 22. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Contract will be paid by Contractor. 23. Applicable Laws and Regulations Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 24. Contractor's Employees Compensation 24.1 Davis-Bacon Act— Not Used 24.2 General Prevailing Rate — OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Contract, and copies of the same are on file in the office of the engineer of OCSD. The Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. 24.3 Forfeiture For Violation - Contractor shall, as a penalty to OCSD, forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by the Contractor or any subcontractor under it)less than the prevailing rate of per diem wages as set by the Director Orange County Sanitation District 6 of 10 Specification No. S-2017-85OBD of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. 24.4 Apprentices — Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the Contractor shall comply therewith if the prime Contract involves thirty thousand dollars ($30,000.00)or more or twenty (20)working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars($2,000.00) or more or five (5)working days or more. 24.5 Workday — In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and the Contractor shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as referenced above. Contractor shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty five dollars ($25.00)for each worker employed in the execution of this Contract by Contractor or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. Contractor shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by Contractor in connection with the project. 24.6 Record of Wages; Inspection - Contractor agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by it in connection with the project and agrees to require that each of its subcontractors do the same. All payroll records shall be certified as accurate by the applicable Contractor or subcontractor or its agent having authority over such matters. Contractor further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Section 1776 may be deducted from project payments per the requirements of Section 1776. 25. South Coast Air Quality Management District's (SCAQMD) Requirements It is Contractor's responsibility that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 26. Govemina Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. Orange County Sanitation District 7 of 10 Specification No. S-2017-850BD 27. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 28. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to"cover' as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the Contract price,together with any incidental or consequential damages. 29. Dispute Resolution 29.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement,through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 29.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator,or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 30. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 31. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 32. Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, Orange County Sanitation District 8 of 10 Specification No. S-2017-8508D subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 33. Damage to OCSD's Pronertv Any of OCSD's property damaged by Contractor, any subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD. 34. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 35. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 36. Limitations upon Subcontractina and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 37. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 38. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 39. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 40. Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 41. Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 9 of 10 Specification No. S-2017-850BD 42. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Michelle Hadaway Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 CONTRACTOR: R.A. Reed Electric Company 5503 S. Boyle Ave. Los Angeles, CA 90058 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager R.A. REED ELECTRIC COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 10 of 10 Specification No. S-2017-85OBD OPERATIONS COMMITTEE Meeting Date Ta Bd.of Dlr. 07/05/17 07/26/17 AGENDA REPORT RernNumber IemNumber 7 s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: STORMWATER MASTER PLAN - PROJECT NO. PS16-01 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with Michael Baker International, Inc. to provide engineering services for the Stormwater Master Plan, Project No. PS16-01, for an amount not to exceed $715,300; and B. Approve a contingency of$71,530 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) is authorized to discharge under a National Pollutant Discharge Elimination System (NPDES) permit issued by the Santa Ana Regional Water Quality Control Board and United States Environmental Protection Agency. The NPDES permit has limitations on discharge requirements, monitoring and reporting requirements, and other provisions to ensure that the discharge does not harm water quality or public health. The NPDES permit requires all stormwater flows that fall within the Sanitation District facilities be captured and treated before being discharged to the Pacific Ocean. The NPDES permit also requires the Sanitation District to develop and manage an on-site stormwater program. The 2005 Stormwater Master Plan identified recommendations related to policy and regulatory requirements, design criteria, and development of a stormwater diversion implementation plan. The 2005 Stormwater Master Plan considered Sanitation District Plant Nos. 1 and 2 facilities, but did not consider off-site pump stations. Since 2005, multiple large-scale projects have demolished old structures and built new treatment facilities, radically affecting the footprint and the drainage areas at both plants. RELEVANT STANDARDS • Meet discharge permit 24/7/365 • 1, 5, 20 year planning horizons • CA Government Code Section 4526: Select the "best qualified firm'and "negotiate fair and equitable fees" Page 1 of 5 PROBLEM The existing stormwater policies, procedures, and practices of the Sanitation District are outdated and need to be revised and further developed to be in alignment with the current NPDES permit requirements. The numerous physical changes to the plant facilities require a re-evaluation of drainage and collection facilities to avoid the potential for off-site runoff. In addition, all pump station facilities need to be evaluated to ensure all stormwater flows are captured and treated without leaving the sites. PROPOSED SOLUTION The Stormwater Master Plan, Project No. PS16-01, will update the 2005 Stormwater Master Plan to ensure compliance with current regulations. Consultant scope includes development of stormwater management documents, revision of Sanitation District's design standards, assessment of the capacity of stormwater drainage and collection facilities in off-site pump stations and within the treatment plants, and recommendations for improvements to ensure that facilities can handle the design peak flows. TIMING CONCERNS The Sanitation District is required to stay current with changing regulations. The results of this work will be incorporated in upcoming design projects to ensure the Sanitation District complies with its NPDES permit requirements. RAMIFICATIONS OF NOT TAKING ACTION Potential for non-compliance with the NPDES permit requirements for stormwater management. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Consultant Selection: The Sanitation District requested and advertised for proposals for Stormwater Master Plan, Project No. PS16-01, on December 8, 2016. The following evaluation criteria was described in the Request for Proposals and used to determine the most qualified Consultant. CRITERION WEIGHT Project Understanding and Approach 40% Related Project Experience 25% Project Team and Staff Qualifications 35% Page 2 d 5 Four proposals were received on February 22, 2017 and evaluated in accordance with the evaluation process set forth in Sanitation District Board of Directors' Purchasing Ordinance No. OCSD47 (Purchasing Ordinance), by a pre-selected Evaluation Team consisting of the following Sanitation District staff. Brian Bingman Engineering Supervisor— Construction Lisa Frigo Environmental Supervisor— Laboratory and Ocean Monitoring Victoria Pilko CIP Project Manager— Project Management Office Ted Vitko Engineer— Planning The Evaluation Team also included two non-voting representatives from the Contracts Administration Division and one non-voting technical advisor from Sanitation District staff. Following scoring by the Evaluation Team, two Consultants were shortlisted for interviews conducted on March 29, 2017. Following the interviews, each member of the Evaluation Team ranked the Consultants based on both the proposals and interviews using the evaluation criteria and weighting described above. Based on the ranking shown below, Michael Baker International, Inc. (Michael Baker) was selected as the most qualified Consultant. Michael Baker Brown &Caldwell International, Inc. Evaluator 1 1M 2nd Evaluator 2 1' 2nd Evaluator 3 1" 2nd Evaluator 1a 2nd Overall Ranking 1" 2nd Michael Baker was ranked highest by the Evaluation Committee based on all three criterion. Michael Baker proposed a highly-qualified team that includes California and national experts on stormwater compliance for Construction and Industrial permits. This team is composed of members who served as the state panel experts and continue as state level committee consultants in updating requirements. Michael Baker demonstrated the best understanding and approach to the Scope of Work. The proposed team members have successfully performed similar projects for other agencies and the Pump Station Stormwater Compliance Audit for the Sanitation District. Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with the Purchasing Ordinance, the fee proposal of only the highest-ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. Staff conducted negotiations with Michael Baker to clarify the requirements of the Scope of Work, the assumptions used for the estimated level of effort, and the proposed Page 3 d 5 approach to meet the goals and objectives for the project. A total of three meetings were held on April 6, 2017, April 11, 2017, and April 13, 2017. The purpose of these meetings was to establish an understanding of the Scope of Work, discuss the assumptions used to produce the level of effort, and to find efficiencies in the interaction between the Sanitation District and Michael Baker. A key element of fee and hours reduction was due to Michael Baker's current work with the Sanitation District on the Pump Station Stormwater Compliance Audit Project and 2017 Facilities Master Plan. When a clear understanding of the scope of this project was established, it was evident there is some overlap with these projects and the Stormwater Master Plan. The Sanitation District will be able to provide Michael Baker with some of the background information that was assumed would be gathered during this project, including pump station site visits field notes and condition assessment reports. Original Fee Negotiated Proposal Fee Total Hours 5,069 4,526 Total Fee $805,748 $715,300 The Consultant's billing rate has been substantiated. The contract profit is 9.72%, which is based on an established formula based on the Sanitation District's standard design agreements. The Consultant's fringe and overhead costs were verified by obtaining a copy of a recent audit report prepared by Burkett, Burkett & Burkett, Certified Public Accountants, P.A. Based on the above, staff has determined that the final negotiated fee is fair and reasonable for the level of effort required for this project and recommends award of the Professional Services Agreement to Michael Baker. CEQA The proposed Stormwater Master Plan is a compliance planning tool for possible future actions, which does not commit the Sanitation District to implement any specific project. The proposed Stormwater Master Plan will analyze and make recommendations regarding potential stormwater improvements that may be needed to ensure that the Sanitation District continues to meet regulatory requirements and certification needs. The Stormwater Master Plan will therefore take environmental factors into account. The Sanitation District, as lead agency, has therefore determined that the preparation of the proposed Stormwater Master Plan is exempt from CEQA pursuant to CEQA Guidelines Section 15262 (Feasibility and Planning Studies). FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. Budget for Project No. PS16-01, Stormwater Master Plan, is included in the Master Planning Studies for Fiscal Years 2016-17 and 2017-18 (Line item: Section 8, Page 78). Page 4 d 5 Date of Approval Contract Amount Continency 07/26/2017 $715,300 $71,530 ATTACHMENT The following attachments) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Professional Services Agreement VP:sa:gc Page 5 of 5 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 26' day of July 2017, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and Michael Baker International, Inc., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT'. The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant for Stormwater Master Plan, Project No. PS16-01, to provide professional services and provide services for This project will develop an up to date Stormwater Master Plan for Plant No. 1, Plant No. 2, and Collection Pump Stations, and evaluate hydraulic capacity needs including assessment of the stormwater regulatory background and analysis of stormwater flows; 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 July 26, 2017, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this AGREEMENT. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 1 of 21 and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of 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 PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 2 of 21 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: A. Total Compensation Total compensation shall be in an amount not to exceed Seven Hundred Fifteen Thousand Three Hundred Dollars ($715,300). 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%. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 3 of 21 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 specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment "E" - Fee Proposal. F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment "E" - Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment"D" - Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 - COMPENSATION above. G. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to attachment "D"Allowable Direct Costs for payment information. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 4 of 21 H. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment "D" - Allowable Direct Costs to this Agreement. The reimbursement of the above mentioned expenses will be based on an "accountable plan' as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at htti)://www.gsa.gov/portal/category/l 04711#. 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 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. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 5 of 21 Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment "D" - Allowable Direct Costs of this Agreement. I. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-fiver 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 12 Audit Provisions. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than 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 PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 6 of 21 completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of'. i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element, The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 - COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project- element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 7 of 21 F. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or(e) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. 5. 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. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non- compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 8 of 21 C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(3). 7. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 9 of 21 SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: 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 contractor's liability, personal and advertising injury, mobile equipment, owners and contractor's 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 PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 10 of 21 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. Workers Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF' and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000) with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made' basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail' coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 11 of 21 CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of ACORD Form 25 (5/2010) or equivalent. Insurance • 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 (Auto Liability) the SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. 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 PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 12 of 21 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 13 of 21 M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. O. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 9. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 14 of 21 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. 12. AUDIT PROVISIONS. A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 15 of 21 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. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Hadaway, Senior Contracts Administrator Copy: Victoria Pilko, Project Manager CONSULTANT: Michael Baker International, Inc. 14725 Alton Parkway Irvine, CA 92618-2027 Representative: John McCarthy or Dave Mercier All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 15. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Paragraph 14 - NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 16 of 21 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. 17. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 18. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 17 of 21 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims") which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT's supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A)through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT's liability for indemnification hereunder is in addition to any liability CONSULTANT may have to the SANITATION DISTRICT for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT's indemnification obligation or other liability hereunder. The terms 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. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 18 of 21 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty (30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: I. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 19 of 21 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. 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 20 of 21 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 Board of Directors Date By Clerk of the Board Date Michael Baker International, Inc. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management 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 Attachment"F"— NOT USED Attachment"G"—Cost Matrix and Summary Attachment"H"— NOT USED Attachment"I"—NOT USED Attachment"J"—Minor Subconsultant Hourly Rate Schedule Attachment"K"—OCSD Safety Standards MH:ms PSA PROJECT NO. PS16-01 Revision 062316 STORMWATER MASTER PLAN Page 21 of 21 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 07/05/17 07/26/17 AGENDA REPORT emNamber Item Number 8 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: CEQA PLAN 2017— MASTER CONTRACT NO. CEQA PLAN2017-00 GENERAL MANAGER'S RECOMMENDATION A. Approve annual Professional Services Agreements with HDR Engineering, Inc.; Michael Baker International; Helix Environmental Planning, Inc.; ESA; AECOM; and LSA; Master Contract No. CEQA PLAN2017-00,with a maximum annual fiscal year contract limitation not to exceed $400,000 for each Professional Services Agreement; and B. Approve two additional one-year optional extensions. BACKGROUND The California Environmental Quality Act (CEQA) requires public agencies to participate in an environmental review process for all projects that are defined as a discretionary action with potential physical effects on the environment. The Orange County Sanitation District (Sanitation District) currently has over 100 active projects and new projects are frequently initiated to maintain reliable sewer conveyance and treatment at its two wastewater treatment plants. The Sanitation District Ordinance No. OCSD-47 (Purchasing Ordinance) allows the Sanitation District to compile prequalified lists of fines to support engineering projects. The Purchasing Ordinance also allows the Professional Services Agreement to be extended for up to two additional, one-year periods following the original term of one year. The Purchasing Ordinance delegates authority to the General Manager and Director of Engineering to solicit proposals for 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 10 Statements of Qualifications in response to the RFQ to support CEQA related services. Staff recommends approval of Professional Services Agreements with the six highest-ranked firms to provide CEQA services on an as-needed basis through task order authorization for a period of one year, with two additional one-year optional extensions. RELEVANT STANDARDS Meet CEQA and NEPA standards Page 1 of 3 PROBLEM While new major capital projects will typically include a CEQA evaluation prior to design, a scope change later in the design process may require a reassessment, which could delay the project schedule. In addition, smaller, more urgent repair or modification projects arise, which also require CEQA evaluation. PROPOSED SOLUTION Retaining a pre-qualified list of firms to provide CEQA services will enable the Sanitation District to more quickly address environmental reviews. TIMING CONCERNS These agreements will shorten the time required to procure services for CEQA-related task orders and maintain project schedules, and react more quickly to smaller repairs. RAMIFICATIONS OF NOT TAKING ACTION Without this prequalified pool of consultants for CEQA work, the Sanitation District would need to request proposals for each task order, which would take additional time and resources. ADDITIONAL INFORMATION Consultant Selection: The Sanitation District requested and advertised for proposals for CEQA Plan 2017, Master Contract No. CEQA PLAN2017-00, on March 16, 2017. The following evaluation criteria were described in the RFQ and used to determine the most qualified Consultant. CRITERION Value Relevant Project Experience 30 points Staff Qualifications 30 points Execution of Work 30 points Public Works 10 points Ten proposals were received on April 18, 2017 and evaluated in accordance with the evaluation process set forth in the Purchasing Ordinance, by a preselected Evaluation Team consisting of the following Sanitation District staff: Daisy Covarrubias Senior Staff Analyst Carla Dillon Engineering Supervisor Dean Fisher Engineering Manager Kevin Hadden Principal Staff Analyst Kathy Millea Engineering Manager Page 2 of 3 The Evaluation Team also included two non-voting representatives from the Contracts Administration Division and one non-voting technical advisor from the Sanitation District staff. Each member of the Evaluation Team scored the Consultants based on the proposals using the evaluation criterion above. Based on the scores shown below, HDR Engineering, Inc.; Michael Baker International; Helix Environmental Planning, Inc.; ESA; AECOM; and LSA were selected as the most qualified Consultants. Proposer TOTAL POINTS RANKING HDR Engineering, Inc. 448 1 Michael Baker International 438 2 HELIX Environmental Planning, Inc 433 3 ESA 426 4 AECOM 423 5 LSA 421 6 DUDEK 401 7 ECORP Consultin Inc. 368 8 Chambers Grou 356 9 Infrastructure Engineering Corporation (IEC) 335 10 The selected firms demonstrated the most relevant CEQA experience with public works projects, qualified staff, and the ability to successfully execute work. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted and will be charged to individual projects. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.corn with the complete agenda package: Professional Services Agreements CD:sa:gc Page 3 of 3 PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND HDR ENGINEERING, INC. hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD-47, by action on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT") for CONTRACT NO. CEQA PLAN2017-01, to CONSULTANT to provide services for selected projects on a Task Order basis, from September 1, 2017 to August 31, 2018; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary CEQA and related services; and, WHEREAS, the parties intend by this AGREEMENT to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this AGREEMENT, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, including the CONSULTANTS Proposal, the Task Order, and all other attachments listed below shall be incorporated by reference and become an operative part of this Agreement, upon execution by the SANITATION DISTRICT as though fully set forth at length herein: • Executed Task Order inclusive of its Scope of Work; • The RFTOP, inclusive of the CONSULTANT's Proposal; • Attachment"A" Scope of Work; • Attachment"D"Allowable Direct Costs; • Attachment X' Hourly Labor Rate Schedule; • Attachment"L" OCSD Safety Standards. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 1 of 18 Should any conflict or inconsistency exist in the contract documents indentified 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: • The terms of this AGREEMENT and any amendments thereto; • The provisions of any executed Task Order; • The provisions of the RFTOP; • Attachment"D"Allowable Direct Costs; • Attachment"K" Hourly Labor Rate Schedule; • Attachment"L" OCSD Safety Standards; • Attachment"A" Scope of Work. SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding 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, scope, time for performance and compensation. SECTION 3. TERM This AGREEMENT shall commence on the effective date of this AGREEMENT as stated on page 1 above, and terminate on August 31, 2018 unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this AGREEMENT shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT twice, each with a one year term, for a maximim contract duration of three (3)years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall not exceed four hundred thousand dollars ($400,000) per year in accordance with the term described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional services (based on individual burdened labor rates and Subconsultant 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 individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this AGREEMENT does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this AGREEMENT shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Task Order Pricing The subsections below describe the cost elements to be used in developing the price of the written Task Orders. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 2 of 18 1) Hourly Labor Rate Schedule The services by the CONSULTANT, pursuant to each project Task Order, shall be billed to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided by the SANITATION DISTRICT prior to award of Agreement and incorporated herein. Hourly Labor Rates shall consist of the: Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each employee or labor category specified in Attachment"K" paid by CONSULTANT and its Subconsultants to their employees. Direct Salary rates for CONSULTANT and its Subconsultants may be adiusted annually on January 1 by mutual agreement of the Parties. Escalation of the salary rate will be in accordance with CPI of LA-Orange County Index. This rate is determined by the U.S. Department of Labor Statistics, Consumer Price Index— Los Angeles/Orange County Metropolitan Area. Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM. Overhead Rate consisting of a verified or negotiated percentage specified in Attachment"K" and applied to the Burdened Salary Rate for CONSULTANT and its Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT inclusive of any renewals identified in Section 3-TERM. Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates specified in Attachment W'. Profit shall remain fixed through the term of this AGREEMENT, inclusive of any renewals identified in Section 3-TERM. 2) Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel, licenses, and other services in accordance with Attachment"D"—Allowable Direct Costs, as may be specified in each Task Order proposal. The SANITATION DISTRICT shall not pay markup on such Direct Costs, Equipment rentals, leases, purchases and other direct costs not agreed to and specified in the Task Order proposal may only be reimbursed by the SANITATION DISTRICT with its prior written approval. 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 the Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by the IRS. The most recent schedule of the per diem rates utilized by the SANITATION PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 3 of 18 DISTRICT can be found on the U.S. General Service Administration website at hfti)7//www.gsa.gov/r)ortal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem". CONSULTANT shall return to the SANITATION DISTRICT any excess reimbursements. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in writing, at least fifteen (15)days in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize a personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"—Allowable Direct Costs of this AGREEMENT. All incidental expenses shall be included in the Overhead Rate pursuant to Subsection A.1) Hourly Labor Rate Schedule above. 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. 3) Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from Feld investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment"D"— Allowable Direct Costs for payment information. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 4 of 18 4) Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Task Order Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Task Order, including any approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not- to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount of a Task Order is a material breach of this AGREEMENT. B. Additional Work: For extra work not a part of this AGREEMENT, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. C. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. D. Task Order Completion SANITATION DISTRICT will pay all undisputed amounts within 30 days following receipt of CONSULTANT's invoice. Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 5 of 18 E. False Claims Pursuant to the California False Claims Act(Government Code Sections 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. F. 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. 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 Section1776 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(e). PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 6 of 18 G. 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. H. 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 & 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. SECTION 6. CHANGES TO SCOPE OF WORK In the event of a change in the Scope of Work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 7 of 18 B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order Scope of Work of the final report containing the 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 8. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VI11, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability: The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: 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, 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 8 of 18 C. Umbrella Excess Liability: The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION DISTRICT. F. Worker's Compensation Insurance: The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability: CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5)years from the date of the completion of the services hereunder. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 9 of 18 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 "per occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. H. Proof of Coverage: The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent • Additional Insurance (ISO Form) CG2010 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 (Auto Liability) the SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 10 of 18 I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days' written notification. The policy shall not terminate, nor shall it be cancelled, until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10)days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured: All liability policies shall contain a "Separation of Insureds"clause. L. Non-Limiting (if applicable): Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions: Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs: Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 11 of 18 O. Subconsultants: The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultants operations and work. P. Limits Are Minimums: If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 4- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this AGREEMENT, requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. SECTION 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 12 of 18 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. SECTION 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants , agents or employees of the SANITATION DISTRICT and shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and 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. SECTION 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Hadaway, Senior Contracts Administrator Copy: Carla Dillon, Project Manager Notice shall be mailed to CONSULTANT at: HDR ENGINEERING, INC. 3230 El Camino Suite 200 Irvine, CA 92602 Attention: Betty Dehoney, CEP, PMP, ENV SP 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 13 of 18 SECTION 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty(30)days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13- NOTICES. SECTION 15. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. SECTION 17. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 14 of 18 SECTION 19. WARRANTY AND CORRECTIVE ACTIONS CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall 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, pertain to, or relate directly or indirectly to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, 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 PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 15 of 18 construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this AGREEMENT. SECTION 21. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this AGREEMENT. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this AGREEMENT. No person having such interest shall be employed by or associated with the CONSULTANT. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 16 of 18 SECTION 26. ENTIRE AGREEMENT This AGREEMENT constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 17 of 18 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. CONSULTANT: HDR ENGINEERING, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Attachment"B" Not Used Attachment"C" Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Not Used Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment X' Hourly Labor Rate Schedule Attachment"L" OCSD Safety Standards PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.01 CONFORMED HDR ENGINEERING, INC. Page 18 of 18 PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND MICHAEL BAKER INTERNATIONAL, INC. hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD-47, by action on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT") for CONTRACT NO. CEGA PLAN2017-02, to CONSULTANT to provide services for selected projects on a Task Order basis, from September 1, 2017 to August 31, 2018; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary CEQA and related services; and, WHEREAS, the parties intend by this AGREEMENT to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this AGREEMENT, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, including the CONSULTANTS Proposal, the Task Order, and all other attachments listed below shall be incorporated by reference and become an operative part of this Agreement, upon execution by the SANITATION DISTRICT as though fully set forth at length herein: • Executed Task Order inclusive of its Scope of Work; • The RFTOP, inclusive of the CONSULTANT's Proposal; • Attachment"A" Scope of Work; • Attachment"D"Allowable Direct Costs; • Attachment X' Hourly Labor Rate Schedule; • Attachment "L" OCSD Safety Standards. PROFESSIONAL SERVICES AGREEMENT CEGA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 1 of 18 Should any conflict or inconsistency exist in the contract documents indentified 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: • The terms of this AGREEMENT and any amendments thereto; • The provisions of any executed Task Order; • The provisions of the RFTOP; • Attachment"D"Allowable Direct Costs; • Attachment"K" Hourly Labor Rate Schedule; • Attachment"L" OCSD Safety Standards; • Attachment"A" Scope of Work. SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding 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, scope, time for performance and compensation. SECTION 3. TERM This AGREEMENT shall commence on the effective date of this AGREEMENT as stated on page 1 above, and terminate on August 31, 2018 unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this AGREEMENT shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT twice, each with a one year term, for a maximim contract duration of three (3)years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall not exceed four hundred thousand dollars ($400,000) per year in accordance with the term described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional services (based on individual burdened labor rates and Subconsultant 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 individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this AGREEMENT does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this AGREEMENT shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Task Order Pricing The subsections below describe the cost elements to be used in developing the price of the written Task Orders. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 2 of 18 1) Hourly Labor Rate Schedule The services by the CONSULTANT, pursuant to each project Task Order, shall be billed to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided by the SANITATION DISTRICT prior to award of Agreement and incorporated herein. Hourly Labor Rates shall consist of the: Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each employee or labor category specified in Attachment"K" paid by CONSULTANT and its Subconsultants to their employees. Direct Salary rates for CONSULTANT and its Subconsultants may be adjusted annually on May 1 by mutual agreement of the Parties. Escalation of the salary rate will be in accordance with CPI of LA-Orange County Index. This rate is determined by the U.S. Department of Labor Statistics, Consumer Price Index—Los Angeles/ Orange County Metropolitan Area. Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM. Overhead Rate consisting of a verified or negotiated percentage specified in Attachment"K" and applied to the Burdened Salary Rate for CONSULTANT and its Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT inclusive of any renewals identified in Section 3-TERM. Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates specified in Attachment"K". Profit shall remain fixed through the term of this AGREEMENT, inclusive of any renewals identified in Section 3-TERM. 2) Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel, licenses, and other services in accordance with Attachment"D"—Allowable Direct Costs, as may be specified in each Task Order proposal. The SANITATION DISTRICT shall not pay markup on such Direct Costs, Equipment rentals, leases, purchases and other direct costs not agreed to and specified in the Task Order proposal may only be reimbursed by the SANITATION DISTRICT with its prior written approval. 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 the Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a"per diem" component approved by the IRS. The most recent schedule of the per diem rates utilized by the SANITATION PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 3 of 18 DISTRICT can be found on the U.S. General Service Administration website at hfti)7//www.gsa.gov/r)ortal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem". CONSULTANT shall return to the SANITATION DISTRICT any excess reimbursements. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in writing, at least fifteen (15)days in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize a personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"—Allowable Direct Costs of this AGREEMENT. All incidental expenses shall be included in the Overhead Rate pursuant to Subsection A.1) Hourly Labor Rate Schedule above. 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. 3) Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from Feld investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment"D"— Allowable Direct Costs for payment information. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 4 of 18 4) Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Task Order Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Task Order, including any approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not- to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount of a Task Order is a material breach of this AGREEMENT. B. Additional Work: For extra work not a part of this AGREEMENT, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. C. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. D. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. E. False Claims Pursuant to the California False Claims Act(Government Code Sections 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 5 of 18 damages and up to a $10,000 civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. F. 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. 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 Section1776 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(e). G. 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 6 of 18 H. Reallocation of Total Compensation: The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTION 5. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This AGREEMENT may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this AGREEMENT by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its 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. SECTION 6. CHANGES TO SCOPE OF WORK In the event of a change in the Scope of Work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 7 of 18 C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order Scope of Work of the final report containing the 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 8. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholders Rating, or better, and Financial Rating of at least Class V111, 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 Workers Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability: The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 8 of 18 C. Umbrella Excess Liability: The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION DISTRICT. F. Worker's Compensation Insurance: The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability: CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5)years from the date of the completion of the services hereunder. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 9 of 18 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 "per occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. H. Proof of Coverage: The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent • Additional Insurance (ISO Form) CG2010 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 (Auto Liability) the SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 10 of 18 I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable): Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions: Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs: Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 11 of 18 O. Subconsultants: The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultants operations and work. P. Limits Are Minimums: If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 4- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this AGREEMENT, requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. SECTION 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 12 of 18 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. SECTION 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants , agents or employees of the SANITATION DISTRICT and shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and 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. SECTION 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Hadaway, Senior Contracts Administrator Copy: Carla Dillon, Project Manager Notice shall be mailed to CONSULTANT at: MICHAEL BAKER INTERNATIONAL, INC. 5 Hutton Centre Drive Suite 500 Santa Ana, CA 92707 Attention: Richard Beck, CEP, PWS, CPESC 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 13 of 18 SECTION 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty(30)days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13- NOTICES. SECTION 15. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. SECTION 17. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 14 of 18 SECTION 19. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall 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, pertain to, or relate directly or indirectly to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, 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 PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 15 of 18 construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this AGREEMENT. SECTION 21. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this AGREEMENT. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this AGREEMENT. No person having such interest shall be employed by or associated with the CONSULTANT. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 16 of 18 SECTION 26. ENTIRE AGREEMENT This AGREEMENT constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 17 of 18 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. CONSULTANT: MICHAEL BAKER INTERNATIONAL, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Attachment"B" Not Used Attachment"C" Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Not Used Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment X' Hourly Labor Rate Schedule Attachment"L" OCSD Safety Standards PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.02 CONFORMED MICHAEL BAKER INTERNATIONAL, INC. Page 18 of 18 PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND HELIX ENVIRONMENTAL PLANNING, INC. hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD-47, by action on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT") for CONTRACT NO. CEQA PLAN2017-03, to CONSULTANT to provide services for selected projects on a Task Order basis, from September 1. 2017 to August 31, 2018; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary CEQA and related services; and, WHEREAS, the parties intend by this AGREEMENT to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this AGREEMENT, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, including the CONSULTANTS Proposal, the Task Order, and all other attachments listed below shall be incorporated by reference and become an operative part of this Agreement, upon execution by the SANITATION DISTRICT as though fully set forth at length herein: • Executed Task Order inclusive of its Scope of Work; • The RFTOP, inclusive of the CONSULTANT's Proposal; • Attachment"A" Scope of Work; • Attachment"D"Allowable Direct Costs; • Attachment"K" Hourly Labor Rate Schedule; • Attachment"L" OCSD Safety Standards. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 1 of 18 Should any conflict or inconsistency exist in the contract documents indentified 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: • The terms of this AGREEMENT and any amendments thereto; • The provisions of any executed Task Order; • The provisions of the RFTOP; • Attachment"D"Allowable Direct Costs; • Attachment"K" Hourly Labor Rate Schedule; • Attachment"L" OCSD Safety Standards; • Attachment"A" Scope of Work. SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding 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, scope, time for performance and compensation. SECTION 3. TERM This AGREEMENT shall commence on the effective date of this AGREEMENT as stated on page 1 above, and terminate on August 31, 2018 unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this AGREEMENT shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT twice, each with a one year term, for a maximim contract duration of three (3)years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall not exceed four hundred thousand dollars ($400,000) per year in accordance with the term described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional services (based on individual burdened labor rates and Subconsultant 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 individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this AGREEMENT does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this AGREEMENT shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Task Order Pricing The subsections below describe the cost elements to be used in developing the price of the written Task Orders. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 2 of 18 1) Hourly Labor Rate Schedule The services by the CONSULTANT, pursuant to each project Task Order, shall be billed to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided by the SANITATION DISTRICT prior to award of Agreement and incorporated herein. Hourly Labor Rates shall consist of the: Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each employee or labor category specified in Attachment W' paid by CONSULTANT and its Subconsultants to their employees. Direct Salary rates for CONSULTANT and its Subconsultants may be adjusted annually on January 1� by mutual agreement of the Parties. Escalation of the salary rate will be in accordance with CPI of LA-Orange County Index. This rate is determined by the U.S. Department of Labor Statistics, Consumer Price Index— Los Angeles/Orange County Metropolitan Area. Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM. Overhead Rate consisting of a verified or negotiated percentage specified in Attachment W' and applied to the Burdened Salary Rate for CONSULTANT and its Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT inclusive of any renewals identified in Section 3-TERM. Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates specified in Attachment"K". Profit shall remain fixed through the term of this AGREEMENT, inclusive of any renewals identified in Section 3-TERM. 2) Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel, licenses, and other services in accordance with Attachment"D"—Allowable Direct Costs, as may be specified in each Task Order proposal. The SANITATION DISTRICT shall not pay markup on such Direct Costs, Equipment rentals, leases, purchases and other direct costs not agreed to and specified in the Task Order proposal may only be reimbursed by the SANITATION DISTRICT with its prior written approval. 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 the Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a"per diem" component approved by the IRS. The most recent schedule of the per diem rates utilized by the SANITATION PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 3 of 18 DISTRICT can be found on the U.S. General Service Administration website at hfti)7//www.gsa.gov/r)ortal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem". CONSULTANT shall return to the SANITATION DISTRICT any excess reimbursements. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in writing, at least fifteen (15)days in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize a personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"—Allowable Direct Costs of this AGREEMENT. All incidental expenses shall be included in the Overhead Rate pursuant to Subsection A.1) Hourly Labor Rate Schedule above. 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. 3) Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from Feld investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment"D"— Allowable Direct Costs for payment information. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 4 of 18 4) Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Task Order Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Task Order, including any approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not- to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount of a Task Order is a material breach of this AGREEMENT. B. Additional Work: For extra work not a part of this AGREEMENT, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. C. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. D. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. E. False Claims Pursuant to the California False Claims Act(Government Code Sections 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 5 of 18 damages and up to a $10,000 civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. F. 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. 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 Section1776 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(e). G. 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 6 of 18 H. Reallocation of Total Compensation: The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTION 5. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This AGREEMENT may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this AGREEMENT by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its 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. SECTION 6. CHANGES TO SCOPE OF WORK In the event of a change in the Scope of Work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 7 of 18 C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order Scope of Work of the final report containing the 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 8. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholders Rating, or better, and Financial Rating of at least Class V111, 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 Workers Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability: The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 8 of 18 C. Umbrella Excess Liability: The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION DISTRICT. F. Worker's Compensation Insurance: The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability: CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5)years from the date of the completion of the services hereunder. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 9 of 18 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 "per occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. H. Proof of Coverage: The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent • Additional Insurance (ISO Form) CG2010 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 (Auto Liability) the SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 10 of 18 I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable): Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions: Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs: Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 11 of 18 O. Subconsultants: The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultanfs operations and work. P. Limits Are Minimums: If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 4- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this AGREEMENT, requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. SECTION 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 12 of 18 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. SECTION 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants , agents or employees of the SANITATION DISTRICT and shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and 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. SECTION 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Hadaway, Senior Contracts Administrator Copy: Carla Dillon, Project Manager Notice shall be mailed to CONSULTANT at: HELIX ENVIRONMENTAL PLANNING, INC. 7578 El Cajon Boulevard Suite 200 La Mesa, CA 91942 Attention: Michael Schwerin 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 13 of 18 SECTION 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty(30)days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13- NOTICES. SECTION 15. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. SECTION 17. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 14 of 18 SECTION 19. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall 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, pertain to, or relate directly or indirectly to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, 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 PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 15 of 18 contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this AGREEMENT. SECTION 21. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this AGREEMENT. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this AGREEMENT. No person having such interest shall be employed by or associated with the CONSULTANT. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 16 of 18 SECTION 26. ENTIRE AGREEMENT This AGREEMENT constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 17 of 18 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. CONSULTANT: HELIX ENVIRONMENTAL PLANNING, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Attachment'B" Not Used Attachment"C' Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Not Used Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment"K" Hourly Labor Rate Schedule Attachment"L" OCSD Safety Standards PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.03 CONFORMED HELIX ENVIRONMENTAL PLANNING, INC. Page 18 of 18 PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND ESA hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD47, by action on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT") for CONTRACT NO. CEQA PLAN2017-04, to CONSULTANT to provide services for selected projects on a Task Order basis, from September 1. 2017 to August 31, 2018; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary CEQA and related services; and, WHEREAS, the parties intend by this AGREEMENT to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this AGREEMENT, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, including the CONSULTANTS Proposal, the Task Order, and all other attachments listed below shall be incorporated by reference and become an operative part of this Agreement, upon execution by the SANITATION DISTRICT as though fully set forth at length herein: • Executed Task Order inclusive of its Scope of Work; • The RFTOP, inclusive of the CONSULTANT's Proposal; • Attachment"A" Scope of Work; • Attachment"D"Allowable Direct Costs; • Attachment"K" Hourly Labor Rate Schedule; • Attachment"L" OCSD Safety Standards. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.04 CONFORMED ESA Page 1 of 18 Should any conflict or inconsistency exist in the contract documents indentified 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: • The terms of this AGREEMENT and any amendments thereto; • The provisions of any executed Task Order; • The provisions of the RFTOP; • Attachment"D"Allowable Direct Costs; • Attachment X' Hourly Labor Rate Schedule; • Attachment"L" OCSD Safety Standards; • Attachment"A" Scope of Work. SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding 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, scope, time for performance and compensation. SECTION 3. TERM This AGREEMENT shall commence on the effective date of this AGREEMENT as stated on page 1 above, and terminate on August 31, 2018 unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this AGREEMENT shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT twice, each with a one year term, for a maximim contract duration of three (3)years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall not exceed four hundred thousand dollars ($400,000) per year in accordance with the term described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional services (based on individual burdened labor rates and Subconsultant 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 individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this AGREEMENT does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this AGREEMENT shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Task Order Pricing The subsections below describe the cost elements to be used in developing the price of the written Task Orders. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 2 of 18 1) Hourly Labor Rate Schedule The services by the CONSULTANT, pursuant to each project Task Order, shall be billed to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided by the SANITATION DISTRICT prior to award of Agreement and incorporated herein. Hourly Labor Rates shall consist of the: Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each employee or labor category specified in Attachment"K" paid by CONSULTANT and its Subconsultants to their employees. Direct Salary rates for CONSULTANT and its Subconsultants may be adjusted annually on January 1� by mutual agreement of the Parties. Escalation of the salary rate will be in accordance with CPI of LA-Orange County Index. This rate is determined by the U.S. Department of Labor Statistics, Consumer Price Index— Los Angeles/Orange County Metropolitan Area. Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM. Overhead Rate consisting of a verified or negotiated percentage specified in Attachment"K" and applied to the Burdened Salary Rate for CONSULTANT and its Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT inclusive of any renewals identified in Section 3-TERM. Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates specified in Attachment"K". Profit shall remain fixed through the term of this AGREEMENT, inclusive of any renewals identified in Section 3-TERM. 2) Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel, licenses, and other services in accordance with Attachment"D"—Allowable Direct Costs, as may be specified in each Task Order proposal. The SANITATION DISTRICT shall not pay markup on such Direct Costs, Equipment rentals, leases, purchases and other direct costs not agreed to and specified in the Task Order proposal may only be reimbursed by the SANITATION DISTRICT with its prior written approval. 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 the Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a"per diem" component approved by the IRS. The most recent schedule of the per diem rates utilized by the SANITATION PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 3 of 18 DISTRICT can be found on the U.S. General Service Administration website at hfti)7//www.gsa.gov/r)ortal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem". CONSULTANT shall return to the SANITATION DISTRICT any excess reimbursements. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in writing, at least fifteen (15)days in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize a personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"—Allowable Direct Costs of this AGREEMENT. All incidental expenses shall be included in the Overhead Rate pursuant to Subsection A.1) Hourly Labor Rate Schedule above. 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. 3) Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from Feld investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment"D"— Allowable Direct Costs for payment information. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 4 of 18 4) Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Task Order Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Task Order, including any approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not- to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount of a Task Order is a material breach of this AGREEMENT. B. Additional Work: For extra work not a part of this AGREEMENT, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. C. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. D. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. E. False Claims Pursuant to the California False Claims Act(Government Code Sections 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 5 of 18 damages and up to a $10,000 civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. F. 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. 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 Section1776 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(e). G. 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 6 of 18 H. Reallocation of Total Compensation: The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTION 5. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This AGREEMENT may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this AGREEMENT by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its 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. SECTION 6. CHANGES TO SCOPE OF WORK In the event of a change in the Scope of Work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 7 of 18 C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order Scope of Work of the final report containing the 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 8. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholders Rating, or better, and Financial Rating of at least Class V111, 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 Workers Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability: The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 8 of 18 C. Umbrella Excess Liability: The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION DISTRICT. F. Worker's Compensation Insurance: The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability: CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5)years from the date of the completion of the services hereunder. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 9 of 18 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 "per occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. H. Proof of Coverage: The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent • Additional Insurance (ISO Form) CG2010 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 (Auto Liability) the SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 10 of 18 I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable): Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions: Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs: Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 11 of 18 O. Subconsultants: The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultanfs operations and work. P. Limits Are Minimums: If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 4- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this AGREEMENT, requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. SECTION 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 12 of 18 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. SECTION 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants , agents or employees of the SANITATION DISTRICT and shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and 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. SECTION 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Hadaway, Senior Contracts Administrator Copy: Carla Dillon, Project Manager Notice shall be mailed to CONSULTANT at: ESA 2121 Alton Parkway Suite 100 Irvine, CA 92606 Attention: Tom Barnes 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 13 of 18 SECTION 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty(30)days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13- NOTICES. SECTION 15. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. SECTION 17. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or 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. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 14 of 18 SECTION 19. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall 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, pertain to, or relate directly or indirectly to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, 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 PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 15 of 18 contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this AGREEMENT. SECTION 21. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this AGREEMENT. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this AGREEMENT. No person having such interest shall be employed by or associated with the CONSULTANT. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 16 of 18 SECTION 26. ENTIRE AGREEMENT This AGREEMENT constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 17 of 18 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. CONSULTANT: ESA By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Attachment"B" Not Used Attachment"C" Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Not Used Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment X' Hourly Labor Rate Schedule Attachment"L" OCSD Safety Standards PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.04 CONFORMED ESA Page 18 of 18 PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND AECOM TECHNICAL SERVICES, INC. hereinafter referred to as "CONSULTANT" RECITALS WHEREAS, pursuant to a Request for Qualifications ("Underlying RFQ")the Board of Directors of the SANITATION DISTRICT in accordance with Ordinance No. OCSD-47, by action on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT") for CONTRACT NO. CEQA PLAN2017-05, to CONSULTANT to provide services for selected projects on a Task Order basis, from September 1. 2017 to August 31, 2018; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary CEQA and related services; and, WHEREAS, the parties intend by this AGREEMENT to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this AGREEMENT, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, including the CONSULTANTS Proposal, the Task Order, and all other attachments listed below shall be incorporated by reference and become an operative part of this Agreement, upon execution by the SANITATION DISTRICT as though fully set forth at length herein: • Executed Task Order inclusive of its Scope of Work; • The RFTOP, inclusive of the CONSULTANT's Proposal; • Attachment"A" Scope of Work; • Attachment"D"Allowable Direct Costs; • Attachment"K" Hourly Labor Rate Schedule; • Attachment"L" OCSD Safety Standards. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 1 of 18 Should any conflict or inconsistency exist in the contract documents indentified 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: • The terms of this AGREEMENT and any amendments thereto; • The provisions of any executed Task Order; • The provisions of the RFTOP; • Attachment"D"Allowable Direct Costs; • Attachment X' Hourly Labor Rate Schedule; • Attachment"L" OCSD Safety Standards; • Attachment"A" Scope of Work. SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding 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, scope, time for performance and compensation. SECTION 3. TERM This AGREEMENT shall commence on the effective date of this AGREEMENT as stated on page 1 above, and terminate on August 31, 2018 unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this AGREEMENT shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT twice, each with a one year term, for a maximim contract duration of three (3)years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall not exceed four hundred thousand dollars ($400,000) per year in accordance with the term described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional services (based on individual burdened labor rates and Subconsultant 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 individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this AGREEMENT does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this AGREEMENT shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Task Order Pricing The subsections below describe the cost elements to be used in developing the price of the written Task Orders. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 2 of 18 1) Hourly Labor Rate Schedule The services by the CONSULTANT, pursuant to each project Task Order, shall be billed to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided by the SANITATION DISTRICT prior to award of Agreement and incorporated herein. Hourly Labor Rates shall consist of the: Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each employee or labor category specified in Attachment"K" paid by CONSULTANT and its Subconsultants to their employees. Direct Salary rates for CONSULTANT and its Subconsultants may be adjusted annually on January V1 by mutual agreement of the Parties. Escalation of the salary rate will be in accordance with CPI of LA-Orange County Index. This rate is determined by the U.S. Department of Labor Statistics, Consumer Price Index— Los Angeles/Orange County Metropolitan Area. Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM. Overhead Rate consisting of a verified or negotiated percentage specified in Attachment"K"and applied to the Burdened Salary Rate for CONSULTANT and its Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT inclusive of any renewals identified in Section 3-TERM. Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates specified in Attachment W'. Profit shall remain fixed through the term of this AGREEMENT, inclusive of any renewals identified in Section 3-TERM. 2) Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel, licenses, and other services in accordance with Attachment"D"—Allowable Direct Costs, as may be specified in each Task Order proposal. The SANITATION DISTRICT shall not pay markup on such Direct Costs, Equipment rentals, leases, purchases and other direct costs not agreed to and specified in the Task Order proposal may only be reimbursed by the SANITATION DISTRICT with its prior written approval. 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 the Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by the IRS. The most recent schedule of the per diem rates utilized by the SANITATION PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 3 of 18 DISTRICT can be found on the U.S. General Service Administration website at hfti)7//www.gsa.gov/r)ortal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem". CONSULTANT shall return to the SANITATION DISTRICT any excess reimbursements. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in writing, at least fifteen (15)days in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize a personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"—Allowable Direct Costs of this AGREEMENT. All incidental expenses shall be included in the Overhead Rate pursuant to Subsection A.1) Hourly Labor Rate Schedule above. 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. 3) Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from Feld investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment"D"— Allowable Direct Costs for payment information. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 4 of 18 4) Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Task Order Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Task Order, including any approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not- to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount of a Task Order is a material breach of this AGREEMENT. B. Additional Work: For extra work not a part of this AGREEMENT, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. C. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. D. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. E. False Claims Pursuant to the California False Claims Act(Government Code Sections 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 5 of 18 damages and up to a $10,000 civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. F. 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. 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 Section1776 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(e). G. 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 6 of 18 H. Reallocation of Total Compensation: The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTION 5. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This AGREEMENT may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this AGREEMENT by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its 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. SECTION 6. CHANGES TO SCOPE OF WORK In the event of a change in the Scope of Work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 7 of 18 C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order Scope of Work of the final report containing the 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 8. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholders Rating, or better, and Financial Rating of at least Class V111, 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 Workers Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability: The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 8 of 18 C. Umbrella Excess Liability: The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION DISTRICT. F. Worker's Compensation Insurance: The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability: CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5)years from the date of the completion of the services hereunder. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 9 of 18 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 "per occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. H. Proof of Coverage: The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent • Additional Insurance (ISO Form) CG2010 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 (Auto Liability) the SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 10 of 18 I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable): Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions: Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs: Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 11 of 18 O. Subconsultants: The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultants operations and work. P. Limits Are Minimums: If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 4- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this AGREEMENT, requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. SECTION 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 12 of 18 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. SECTION 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants , agents or employees of the SANITATION DISTRICT and shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and 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. SECTION 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Hadaway, Senior Contracts Administrator Copy: Carla Dillon, Project Manager Notice shall be mailed to CONSULTANT at: AECOM TECHNICAL SERVICES, INC. 999 Town and Country Road Orange, CA 92868 Attention: Jennifer Ziv 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 13 of 18 SECTION 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty(30)days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13- NOTICES. SECTION 15. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. SECTION 17. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 14 of 18 SECTION 19. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall 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, pertain to, or relate directly or indirectly to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, 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 PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 15 of 18 construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this AGREEMENT. SECTION 21. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this AGREEMENT. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this AGREEMENT. No person having such interest shall be employed by or associated with the CONSULTANT. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 16 of 18 SECTION 26. ENTIRE AGREEMENT This AGREEMENT constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 17 of 18 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. CONSULTANT: AECOM TECHNICAL SERVICES, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Attachment"B" Not Used Attachment"C" Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Not Used Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment X' Hourly Labor Rate Schedule Attachment"L" OCSD Safety Standards PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.05 CONFORMED AECOM TECHNICAL SERVICES, INC. Page 18 of 18 PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is made and entered into, to be effective this July 26, 2017 by and between: ORANGE COUNTY SANITATION DISTRICT hereinafter referred to as "SANITATION DISTRICT" AND LSA 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 in accordance with Ordinance No. OCSD-47, by action on July 26, 2017 approved the award of a Professional Services Agreement("AGREEMENT") for CONTRACT NO. CEQA PLAN2017-06, to CONSULTANT to provide services for selected projects on a Task Order basis, from September 1. 2017 to August 31, 2018; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary CEQA and related services; and, WHEREAS, the parties intend by this AGREEMENT to set forth the general terms and conditions that will apply to any specific project for which CONSULTANT is given a Task Order by the SANITATION DISTRICT. NOW, THEREFORE, the SANITATION DISTRICT and the CONSULTANT mutually agree as follows: SECTION 1. SCOPE OF AGREEMENT The SANITATION DISTRICT, at its sole discretion, may, from time to time during the term of this AGREEMENT, issue a Request for Task Order Proposal ("RFTOP")setting forth a detailed Scope of Work, to be performed on the identified project, and thereafter, upon receipt of a Proposal from the CONSULTANT, may issue a directive Task Order to proceed with the work. The Underlying RFTOP, including the CONSULTANTS Proposal, the Task Order, and all other attachments listed below shall be incorporated by reference and become an operative part of this Agreement, upon execution by the SANITATION DISTRICT as though fully set forth at length herein: • Executed Task Order inclusive of its Scope of Work; • The RFTOP, inclusive of the CONSULTANT's Proposal; • Attachment"A" Scope of Work; • Attachment"D"Allowable Direct Costs; • Attachment"K" Hourly Labor Rate Schedule; • Attachment"L" OCSD Safety Standards. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 1 of 18 Should any conflict or inconsistency exist in the contract documents indentified 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: • The terms of this AGREEMENT and any amendments thereto; • The provisions of any executed Task Order; • The provisions of the RFTOP; • Attachment"D"Allowable Direct Costs; • Attachment"IC' Hourly Labor Rate Schedule; • Attachment"L" OCSD Safety Standards; • Attachment"A" Scope of Work. SECTION 2. TASK ORDER ISSUANCE BY SANITATION DISTRICT The directive Task Order issued by the SANITATION DISTRICT, shall specifically, or by reference to the RFTOP and corresponding 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, scope, time for performance and compensation. SECTION 3. TERM This AGREEMENT shall commence on the effective date of this AGREEMENT as stated on page 1 above, and terminate on August 31, 2018 unless further extended by written agreement by the SANITATION DISTRICT and CONSULTANT. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by the CONSULTANT, and the terms and conditions of this AGREEMENT shall continue in effect for that time. The SANITATION DISTRICT has the option to renew this AGREEMENT twice, each with a one year term, for a maximim contract duration of three (3)years total. SECTION 4. COMPENSATION The total compensation, payable to the CONSULTANT pursuant to this AGREEMENT, shall not exceed four hundred thousand dollars ($400,000) per year in accordance with the term described in Section 3 -TERM. The compensation includes, but is not limited to, fees for professional services (based on individual burdened labor rates and Subconsultant 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 individual Task Order unless authorized by the SANITATION DISTRICT's Board of Directors. CONSULTANT agrees and acknowledges that the execution of this AGREEMENT does not in any way guarantee that a Task Order will be issued to CONSULTANT. Moreover, execution of this AGREEMENT shall not entitle CONSULTANT to any form of payment or compensation from the SANITATION DISTRICT without the SANITATION DISTRICT first having issued a written Task Order. A. Task Order Pricing The subsections below describe the cost elements to be used in developing the price of the written Task Orders. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 2 of 18 1) Hourly Labor Rate Schedule The services by the CONSULTANT, pursuant to each project Task Order, shall be billed to the SANITATION DISTRICT at the hourly rate ranges for each class of employee to be used, set forth in an Attachment"K"— Hourly Labor Rate Schedule, to be provided by the SANITATION DISTRICT prior to award of Agreement and incorporated herein. Hourly Labor Rates shall consist of the: Burdened Salary Rate consisting of the hourly salary rate, plus benefits for each employee or labor category specified in Attachment"K" paid by CONSULTANT and its Subconsultants to their employees. Direct Salary rates for CONSULTANT and its Subconsultants may be adjusted annually on June 1° by mutual agreement of the Parties. Escalation of the salary rate will be in accordance with CPI of LA-Orange County Index. This rate is determined by the U.S. Department of Labor Statistics, Consumer Price Index—Los Angeles/ Orange County Metropolitan Area. Burden rates for CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT, inclusive of renewals identified in Section 3 -TERM. Overhead Rate consisting of a verified or negotiated percentage specified in Attachment"K" and applied to the Burdened Salary Rate for CONSULTANT and its Subconsultants. The Overhead Rates of CONSULTANT and its Subconsultants shall remain fixed through the term of this AGREEMENT inclusive of any renewals identified in Section 3-TERM. Profit, expressed as a percentage, shall be applied to each Burdened Salary Rate and applied Overhead Rate. Profit shall be included in the Hourly Labor Rates specified in Attachment W'. Profit shall remain fixed through the term of this AGREEMENT, inclusive of any renewals identified in Section 3-TERM. 2) Direct Costs The SANITATION DISTRICT shall reimburse CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel, licenses, and other services in accordance with Attachment"D"—Allowable Direct Costs, as may be specified in each Task Order proposal. The SANITATION DISTRICT shall not pay markup on such Direct Costs, Equipment rentals, leases, purchases and other direct costs not agreed to and specified in the Task Order proposal may only be reimbursed by the SANITATION DISTRICT with its prior written approval. 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 the Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by the IRS. The most recent schedule of the per diem rates utilized by the SANITATION PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 3 of 18 DISTRICT can be found on the U.S. General Service Administration website at hfti)7//www.gsa.gov/r)ortal/category/104711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem". CONSULTANT shall return to the SANITATION DISTRICT any excess reimbursements. Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in writing, at least fifteen (15)days in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize a personal vehicle for local travel. Lodging—Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals— Per-diem rates as approved by the IRS shall be utilized for travel meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment"D"—Allowable Direct Costs of this AGREEMENT. All incidental expenses shall be included in the Overhead Rate pursuant to Subsection A.1) Hourly Labor Rate Schedule above. 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. 3) Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from Feld investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment"D"— Allowable Direct Costs for payment information. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 4 of 18 4) Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Task Order Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Task Order, including any approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not- to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount of a Task Order is a material breach of this AGREEMENT. B. Additional Work: For extra work not a part of this AGREEMENT, written authorization from the SANITATION DISTRICT is required prior to the CONSULTANT undertaking any extra work. C. Method of Payment: The CONSULTANT shall submit for approval by the SANITATION DISTRICT, monthly invoices based on the total services which have been satisfactorily completed and specifying a percentage of completion. The CONSULTANT's billings shall be certified for payment by the SANITATION DISTRICT only after the SANITATION DISTRICT has determined that the CONSULTANT has completed each applicable project task. CONSULTANT shall submit separate invoices for each Task Order on a monthly basis. CONSULTANT understands that submitted costs are subject to Section 11 -AUDIT PROVISIONS. D. Task Order Completion Upon satisfactory completion of the work performed under each Task Order, and prior to final payment under each Task Order for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. E. False Claims Pursuant to the California False Claims Act(Government Code Sections 12650-12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble PROFESSIONAL SERVICES AGREEMENT CEOA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 5 of 18 damages and up to a $10,000 civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c)conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or (a) is a beneficiary of an inadvertent submission of a false claim to the SANITATION DISTRICT, and fails to disclose the false claim to the SANITATION DISTRICT within a reasonable time after discovery of the false claim. F. 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. 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 Section1776 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(e). G. 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 6 of 18 H. Reallocation of Total Compensation: The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation payable under the Task Order, provided that the total compensation for the Task Order is not increased. SECTION 5. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT The CONSULTANT shall not contract with any other person or entity to perform the services required without the written approval of the SANITATION DISTRICT. This AGREEMENT may not be assigned voluntarily, or by operation of law, without the prior written approval of the SANITATION DISTRICT. If the CONSULTANT is permitted to subcontract any part of this AGREEMENT by the SANITATION DISTRICT, the CONSULTANT shall be responsible to the SANITATION DISTRICT for the acts and omissions of its 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. SECTION 6. CHANGES TO SCOPE OF WORK In the event of a change in the Scope of Work as requested by the SANITATION DISTRICT, the parties hereto shall execute an amendment to the Task Order, setting forth with particularity, all new terms of the Task Order, including but not limited to, any additional compensation. SECTION 7. DOCUMENT OWNERSHIP—CONSULTANT PERFORMANCE A. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 7 of 18 C. Copies of Work Product Upon completion of the work required for each Task Order, the CONSULTANT shall deliver to the SANITATION DISTRICT the number of copies specified in the specific Task Order Scope of Work of the final report containing the 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 8. INSURANCE A. General: i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholders Rating, or better, and Financial Rating of at least Class V111, 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 Workers Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below"B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability: The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 8 of 18 C. Umbrella Excess Liability: The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive Vehicle Liability Insurance: The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000)or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by SANITATION DISTRICT. F. Worker's Compensation Insurance: The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability: CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5)years from the date of the completion of the services hereunder. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 9 of 18 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 "per occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. H. Proof of Coverage: The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010)or equivalent • Additional Insurance (ISO Form) CG2010 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 (Auto Liability) the SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2570 or equivalent PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 10 of 18 I. Cancellation Notice: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010)shall state the required thirty (30)days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty(30)days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty(30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured: All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable): Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions: Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs: Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 11 of 18 O. Subconsultants: The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultants operations and work. P. Limits Are Minimums: If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. SECTION 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 4- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. SECTION 10. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this AGREEMENT, requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. SECTION 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 12 of 18 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. SECTION 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants , agents or employees of the SANITATION DISTRICT and shall obtain no rights to any benefits which accrue to the SANITATION DISTRICT's employees. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and 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. SECTION 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notice shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Michelle Hadaway, Senior Contracts Administrator Copy: Carla Dillon, Project Manager Notice shall be mailed to CONSULTANT at: LSA ASSOCIATES, INC. 20 Executive Park Suite 200 Irvine, CA 92614 Attention: Nicole Dubois 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 13 of 18 SECTION 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty(30)days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13- NOTICES. SECTION 15. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. The CONSULTANT shall comply with all applicable laws, ordinances, codes, and regulations of federal, state and local government in all aspects related to this Agreement and any work completed for the SANITATION DISTRICT. SECTION 16. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. SECTION 17. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. SECTION 18. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or 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. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 14 of 18 SECTION 19. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted defciency(ies). SECTION 20. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall 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, pertain to, or relate directly or indirectly to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, 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 PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 15 of 18 construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this AGREEMENT. SECTION 21. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the Claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. SECTION 22. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, Attachment "L" as applicable, all of which may be amended from time to time. SECTION 23. GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. SECTION 24. TIME OF ESSENCE Time is of the essence in the performance of this AGREEMENT. SECTION 25. CONFLICT OF INTEREST The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this AGREEMENT. No person having such interest shall be employed by or associated with the CONSULTANT. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 16 of 18 SECTION 26. ENTIRE AGREEMENT This AGREEMENT constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 17 of 18 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT by its officers thereunto duly authorized, and by the CONSULTANT, as of the day and year first above written. CONSULTANT: LSA ASSOCIATES, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Gregory C. Sebourn, PLS Date Chair, Board of Directors By Kelly Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment"A" Scope of Work Attachment"B" Not Used Attachment"C" Not Attached Attachment"D" Allowable Direct Costs Attachment"E" Not Used Attachment"F" Not Attached Attachment"G" Not Attached Attachment"H" Not Used Attachment"I" Not Used Attachment"J" Not Attached Attachment X' Hourly Labor Rate Schedule Attachment"L" OCSD Safety Standards PROFESSIONAL SERVICES AGREEMENT CEQA PLAN2017.06 CONFORMED LSA ASSOCIATES, INC. Page 18 of 18 OPERATIONS COMMITTEE Meeting Date TOBd.of Dir. 07/05/17 07/26/17 AGENDA REPORT emNamber Item Number 9 10 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 1, PROJECT NO. P1-101 GENERAL MANAGER'S RECOMMENDATION Approve a contingency increase of $5,718,000 (4.5%) to the construction contract with W.M. Lyles Company for Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, for a total contingency amount of$9,518,000 (7.5 %). BACKGROUND Sludge Dewatering and Odor Control at Plant No. 1, Project No. P1-101, replaces existing solids dewatering and odor control systems, and installs sludge thickening systems at the Orange County Sanitation District (Sanitation District), Plant No. 1. The objectives of the project include the following: 1. Replace aging sludge dewatering facilities built in the late 1970s and early 1980s. 2. Provide additional solids handling capacity by improving sludge thickening as a cost-effective alternative to constructing new digesters. 3. Reduce annual biosolids management costs by reducing biosolids water content. Currently, the project is physically 95% complete, but there remains a significant commissioning effort followed by demolition of the existing facility. This project is the most complex at the Sanitation District and includes sludge conveyance, dewatering and thickening centrifuge operation, biosolids conveyance, chemical treatment, odor control, and truck loading systems. Testing these primary process systems, coupled with the building and safety systems presents significant continuing project risks. The complexity of the project has resulted in more changes than originally anticipated that have led to additional costs and delays. A contingency forecast that considers all project changes to date (including those not yet negotiated) predicts that up to 90% of the available contingency may be expended with known issues. Furthermore, the construction schedule is currently forecasted for a two-year schedule delay to the original four-year construction duration. Moving forward, additional contingency is requested for risks related to the extensive commissioning effort, as well as likely Contractor claims for delay-related costs. The number of changes and resultant impact to the schedule was not anticipated; however, the project team is working with the Contractor to identify, assess, and mitigate delays and potential additional costs. Page 1 of 3 RELEVANT STANDARDS • Ensure the public's money is wisely spent • Provide a safe and collegial workplace PROBLEM Change orders and construction delays have resulted in additional cost impacts to the project. The approved construction contract contingency is not estimated to be sufficient to complete construction. PROPOSED SOLUTION The Contractor and Sanitation District staff are working cooperatively to streamline the commissioning process to minimize compensable delays, as well as to mitigate impacts as they are identified, and to limit potential future construction changes. Staff requests an increase in the construction contract contingency of $5,718,000 (4.5%) from $3,800,000 (3%) for a total contingency of $9,518,000 (7.5%). The project budget is sufficient for this change and no additional funding is needed. TIMING CONCERNS The contingency increase will allow any required changes to be addressed and potential claims settled without causing additional project delays. RAMIFICATIONS OF NOT TAKING ACTION Completion of the remaining work in a timely fashion may not be possible if the construction contract contingency is insufficient to cover the costs for potential unknown conditions and for the extended time for commissioning. Without the additional funds, construction and commissioning activities would be severely hampered and project delays would be incurred. PRIOR COMMITTEE/BOARD ACTIONS November 2012 - Awarded a construction contract to W.M. Lyles Company for a total amount not to exceed $126,908,300, and approved a contingency of$3,800,000 (3%). ADDITIONAL INFORMATION There have been a significant number of contract changes on this project and these have largely fallen into two primary categories—design optimizations and unknown conditions. The design optimizations involve changes to improve the cake pumping process, functionality changes to improve operation and maintenance of the facility, and clarifications to the design to account for omissions in the contract documents. The changes relating to unknown conditions involve conflicts with underground utilities, maintaining existing plant facilities in service, adapting temporary facilities, existing Page 2 d 3 instrumentation coordination, and existing facilities that did not match the contract drawings. Some of these changes, or combinations of changes, have resulted in schedule delays, some of which may result in contractor overhead delay costs. The Sanitation District and Contractor are continuing to work proactively to mitigate potential change order costs and schedule delays. One example of this is a resequencing of the schedule to commission the dewatering system first, which will allow for the Sanitation District use of the system prior to the end of the project. This resequencing will save operating costs and allow demolition work of the existing dewatering systems earlier in the project saving schedule time. CEQA Construction of this project is within the scope of the Subsequent Environmental Impact Report for the Secondary Treatment and Plan Improvement Project, dated March 2005. The Subsequent Environmental Impact Report for the Secondary Treatment and Plan Improvement Project, supplementing the Sanitation District's Strategic Plan Program Environmental Impact Report (PEIR), was certified in October 1999. Pursuant to CEQA Guidelines section 15168(c)(4), the Sanitation District has used a written checklist to document its evaluation of the project and has determined that the project is still within the scope of PEIR. In addition, the project was determined to be eligible for a categorical exclusion under the National Environmental Pollution Act (NEPA) in June 2006. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (FY2016-17 and 2017-18), Section 8, Page 50, and the budget is sufficient for the recommended action. Date of Aooroval Contract Amount Contincencv 11/28/2012 $126,908,300 $3,800,000(3.0%) 07/26/2017 $5,718,000(4.5%) $9,518,000(7.5%) ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Presentation from 7/5/2017 Operations Committee meeting AL:dm:gc Page 3 of 3 `yl u - i- - ua. SLUDGE DEWATERING AND ODOR CONTROL AT PLANT NO. 1 PROJECT P1-101 '_-- • • Committee - - 017 ,► Plant No . 1 Before P1 -100 & P1-101 Projects PRIMARY CLARIFIER DIGESTER BELT FILTER PRESSES CAKE CAKE Q STORAGE LOADOUT DISSOLVED AIR SECONDARY FLOTATION CLARIFIER THICKENERS After P1 -100 & P1 -101 Projects PRIMARY THICKENING CLARIFIER CENTRIFUGE DI STER DEWATERNG CAKE CAKE CENTRIFUGE STORAGE LOADOUT SECONDARY CLARIFIER Project Scope • Construct new sludge thickening facilities • Replace aging dewatering facilities • Replace aging solids handling odor control • Rehabilitate storage and truck loadout facility Current Progress • New Facilities are 95% physically complete • Building and mechanical installations are complete • Electrical terminations and testing ongoing. • Rehabilitation and commissioning of two of the four existing sludge storage silos is complete . '�, - �. � _;. i � � _ T,. New Pipe Rack and Wall �Nti ri - T 1 A ■* { � rlw�� 1 f' • • • • � • • � :- � _ -� �._ � -- , ,,. ,� ram' . ��� i � � � , �� „ � , � a �. • 1 '"F'��� �. �.-`�� _ �. a- F� • . � • � � • • _ ' . . � _ w.... �I .. _.� - _ - _ -.a I i��l 1 i IiI . 4 , I nprl�.'�-" T&D Electrical Panels ■ r r vni - I/INV i�� IIII I� 1DIIIIR Allnni�iitrn _ 1 � ' J■3 � L 'III Systems Requiring Commissioning Totalof Fiber& PLCs Secondary Truck Thickening- Mix, Age Sludge Cake Drainage and System Load-Out and Feed Polymer Conveyance Slop Pump Electrical System Trickling Filter Systems System Systems Cake Silos 1& 3 Sludge Pump 1 Dewatering- Mix,Age Centrate System Industrial Water Cake Silos 2&4 Trickling Filter and Feed Polymer Sludge Cake Booster Pumps Silo Foul Air Sludge Pump 2 System Transfer System System Collection System Trickling Filter Caustic Soda Bulk Foul Air Collection Water Softener Permanent/ Sludge Valve Storage& Feed System Systems System Primary Truck (Suction Side) Sulfuric Acid Bulk Odor Control Bridge Crane Load-Out Trickling Filter Storage& Feed System System System Secondary Truck Sludge Valve Thickening Centrifuge Bleach Facility Power Building Load-Out Foul Air (Discharge Side) System Pumps A&D 2 (Engine Collection System Sludge Feed System Thickened Sludge Bleach Facility Generator) • (PS, WAS,SW,TFS) Transfer System Pumps B&C HVAC System Blend Tanks Dewatering Centrifuge Security System Bulk Storage System Fire Alarm Polymer Systems System Remaining Work • Electrical terminations and programming • Testing and commissioning • Rehabilitation and commissioning of remaining silos and truck loadout facility • Demolition of existing sludge dewatering and odor control facilities Project Challenges • Unknown Conditions (existing utility conflicts, temporary facilities, existing facility conflicts, existing instrumentation coordination, etc. ) • Design clarifications and omissions • Cake Pump Change • Functionality changes for ease of Operations and Maintenance Major Additional Work Items % CONTINGENCY Change Orders to Date $1,500,000 1.2% Open Changes, Contractor Requests & Disputed Items $3,000,000 2.3% SUBTOTAL $4,500,000 3.5% Schedule Impacts & Delays (Estimate) $2,500,000 2.0% Potential Future Changes (Forecast) $2,500,000 2.0% TOTAL $9,500,000 7.5% Schedule Delays • Non-compensable Delays : Relocation of Gas Lines 139 days Silos 1 and 3 piston pump programming delays 208 days Additional Commissioning Time (Estimated) +/- 250 days • Potentially Compensable Delays : Delay to Commissioning Silos 1 & 3 (Estimated) +/-100 days Delay to Start of Commissioning at T&D (Estimated) +/- 100 days Mitigation Measures • Implemented a " Management Oversight Committee" • Implemented collaborative " Panel Task Force" • Holding schedule workshops to prioritize work, and to identify & mitigate delays • Streamlining commissioning procedures • Sequence commissioning of the dewatering system first Recommended Action • Approve a contingency increase of $5, 718, 123 (4. 5%) to the construction contract with W. M . Lyles Company for Sludge Dewatering and Odor Control at Plant No . 1, Project No . P1- 101, for a total contingency amount of $9, 518, 123 (7 . 5%) . Questions ? OPERATIONS COMMITTEE Meeting Date TO Bd.dDir. 0 7/0 5 /17 07/26/17 AGENDA REPORT Rem Number Item Number 9.1 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND PAVING AREA, CONTRACT NO. P1-115B GENERAL MANAGER'S RECOMMENDATION A. Receive and file bid tabulation and recommendation; B. Award a construction contract to ODC Engineering and Technology for Rehabilitation of Fleet Services Building, Building 8 and Paving Area, Contract No. P1-115B, part of Title 24 Access Compliance and Building Rehabilitation, Project No. P1-115, fora total amount not to exceed $2,235,609; C. Approve a contingency of $223,563 (10%); and D. Approve a budget increase of $791,000 for Title 24 Access Compliance and Building Rehabilitation, Project No. P1-115, for a total budget amount of $18,400,000. BACKGROUND Rehabilitation of Fleet Services Building, Building 8 and Paving Area, Contract No. P1-115B, is the second of two construction contracts under Title 24 Access Compliance and Building Rehabilitation, Project No. P1-115, which retrofits existing support buildings and trailers at Plant No. 1 to meet accessibility and other code requirements, and provide maintenance replacements such as roofs and lighting. The scope of Contract No. P1-115A included refurbishment of Buildings 1, 2, 3, 4, 5, 6, and 7; Shop A and B; demolition of Building H; and general grading and paving of the area. This construction contract generally refurbished the buildings listed, extending their service life and bringing them into compliance with new safety, energy, access, and seismic regulations to satisfy an agreement with the City of Fountain Valley regarding building permitting. The scope of Contract No. P1-115B includes replacement of roofing at Building 8 and the Fleet Services Building, installation of guardrail along the roofs, upgrades to the lighting inside both buildings, and office renovations in the Fleet Services Building to provide an equal facilitation restroom. Additionally, the project will install car charging stations for the Orange County Sanitation District's (Sanitation District) electric vehicles recently added to its fleet, and will replace the deteriorated pavement in the surrounding parking lot areas. Page 1 d 4 The Sanitation District received two sealed bids on May 24, 2017. The low bid exceeded the engineer's estimate by approximately 6%. The bids were evaluated in accordance with the Sanitation District's policies and procedures. Staff estimates that this project will require an additional $791,000 of project budget. The additional budget is requested to cover greater staff effort with a longer construction duration, a higher bid cost than assumed for the previous budget, and higher than anticipated staff costs associated with closing out the first of the two construction contracts. The staff budget had been based on a construction duration of 300 calendar days, but as the final design was completed, it was realized that 485 calendar days would be needed to sequence the work to maintain productive use of the facilities during construction. RELEVANT STANDARDS • CA Government Code Section 20783: Award to the "Lowest Responsive and Responsible Bidder." PROBLEM Building 8 and the Fleet Services buildings need maintenance repairs and upgrades to meet accessibility requirements and other code requirements. Also, the surrounding pavement is in poor condition and needs to be replaced to provide proper drainage. Based on the higher bid amount of this contract, greater staff effort associated with a longer construction duration, and higher than anticipated staff costs to complete Contract No. P1-115A, an increase in the project budget of$791,000 is recommended. PROPOSED SOLUTION Award the construction contract, Rehabilitation of Fleet Services Building, Building 8 and Paving Area, Contract No. P1-11513, and increase the project budget. TIMING CONCERNS The roofs at both buildings are in need of replacement and also need upgrades to meet accessibility and current code requirements. Since the work includes roof repairs, starting the project in the summer 2017 will allow the Contractor to replace the roofs before the wet weather season. RAMIFICATIONS OF NOT TAKING ACTION Increased repair costs from leaking roofs and potential safety concerns due to accessibility to rooftop equipment. Page 2 of 4 PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The Sanitation District advertised for bids on April 18, 2017 and April 25, 2017. Two sealed bids were received on May 24, 2017. The bids were evaluated in accordance with the Sanitation District's policies and procedures. Staff recommends awarding a construction contract to ODC Engineering and Technology for Rehabilitation of Fleet Services Building, Building 8 and Paving Area, Contract No. P1-115B, for a total amount not to exceed $2,235,609. Summary information on the bid opening for Rehabilitation of Fleet Services Building, Building 8 and Paving Area, Contract No. P1-115B, is as follows: Project Budget $17,509,000 Engineer's Estimate $ 2,100,000 Lowest Responsive, Responsible Bid $ 2,235,609 High Bid $ 3,990,000 Bidders Amount of Bid ODC Engineering and Technology $ 2,235,609 Neman-Midland Corporation $ 3,990,000 Both sealed bids exceeded the Engineer's Estimate of$2,100,000, and staff recommends an increase of$791,000 to cover the added construction cost, contingency, and staffing costs needed for this Contract. CEQA A Notice of Exemption was filed and recorded with the County of Orange on January 5, 2011. This project is exempt under Section 15301, Class 1, because it involves minor modifications or replacement of existing facilities involving no expansion of use or capacity beyond that existing at the time of the lead agency's determination. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted (Budget FY2016-17 and 2017-18, Section 8, Page 87), but the budget is insufficient for the recommended action. The funds will be allocated to the projectfrom the Replacement, Rehabilitation, and Refurbishment line item in the cash flow projections, FY2016-17 and 2017-18, Section 4, Page 16. Page 3 d 4 ATTACHMENT The following attachment(s)maybe viewed on-line at the OCSD website(www.ocsd.com)with the complete agenda package: • Construction Contract • Presentation from 7/5/2017 Operations Committee meeting AL:dm:gc Page 4 of 4 PART A CONTRACT AGREEMENT C-CA-011317 TABLE OF CONTENTS CONTRACT AGREEMENT SECTION - 1 GENERAL CONDITIONS..................................................................1 SECTION -2 MATERIALS AND LABOR.................................................................4 SECTION -3 PROJECT..........................................................................................5 SECTION -4 PLANS AND SPECIFICATONS ........................................................5 SECTION -5 TIME OF COMMENCEMENT AND COMPLETION ..........................5 SECTION -6 TIME IS OF THE ESSENCE .............................................................6 SECTION -7 EXCUSABLE DELAYS......................................................................6 SECTION -8 EXTRA WORK...................................................................................7 SECTION -9 CHANGES IN PROJECT...................................................................7 SECTION - 10 LIQUIDATED DAMAGES FOR DELAY.............................................8 SECTION - 11 CONTRACT PRICE AND METHOD OF PAYMENT.........................8 SECTION - 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS ............................................................................................10 SECTION - 13 COMPLETION.................................................................................10 SECTION - 14 CONTRACTOR'S EMPLOYEES COMPENSATION.......................10 SECTION - 15 SURETY BONDS ............................................................................12 SECTION - 16 INSURANCE....................................................................................13 SECTION - 17 RISK AND INDEMNIFICATION.......................................................22 SECTION - 18 TERMINATION................................................................................23 SECTION - 19 WARRANTY....................................................................................23 SECTION -20 ASSIGNMENT.................................................................................24 SECTION -21 RESOLUTION OF DISPUTES ........................................................24 SECTION -22 SAFETY& HEALTH ........................................................................24 SECTION -23 NOTICES.........................................................................................25 C-CA-011317 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Part of PROJECT NO. P1-115 TITLE 24 ACCESS COMPLIANCE AND BUILDING REHABILITATION PROJECT THIS AGREEMENT is made and entered into, to be effective, this July 26, 2017, by and between ODC Engineering and Technology, hereinafter referred to as"CONTRACTOR" and the Orange County Sanitation District, hereinafter referred to as "OCSD". WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, OCSD and CONTRACTOR agree as follows: SECTION-1 GENERAL CONDITIONS CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the Contract Documents as hereinafter defined, the location of the job site, and the conditions under which the Work is to be performed have been thoroughly reviewed, and enters into this Contract based upon CONTRACTOR's investigation of all such matters and is in no way relying upon any opinions or representations of OCSD. It is agreed that this Contract represents the entire agreement. It is further agreed that the Contract Documents are each incorporated into this Contract by reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any and all of said Contract Documents insofar as they relate in any part or in any way, directly or indirectly, to the Work covered by this Contract. CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 1 of 26 A. Contract Documents Order of Precedence "Contract Documents" refers to those documents identified in the definition of"Contract Documents" in the General Conditions—Definitions. 1. In the event of a conflict between one Contract Document and any of the other Contract Documents, the provisions in the document highest in precedence shall be controlling. The order of precedence of the Contract Documents is as follows: a. Supplemental Agreements—the last in time being the first in precedence b. Addenda issued prior to opening of Bids—the last in time being the first in precedence c. Contract Agreement d. Permits and other regulatory requirements e. Special Provisions f. General Conditions (GC) g. Notice Inviting Bids and Instruction to Bidders h. Geotechnical Baseline Report(GBR), if attached as a Contract Document I. Plans and Specifications—in these documents the order of precedence shall be: i. Specifications (Divisions 01-17) ii. Plans H. General Requirements (GR) iv. Standard Drawings and Typical Details j. CONTRACTOR'S Bid 2. In the event of a conflict between terms within an individual Contract Document, the conflict shall be resolved by applying the following principles as appears applicable: C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 2 of 26 a. Figured dimensions on the Contract Documents shall govern. Dimensions not specified shall be as directed by the ENGINEER. Details not shown or specified shall be the same as similar parts that are shown or specified, or as directed. Full-size details shall take precedence over scale Drawings as to shape and details of construction. Specifications shall govern as to material and workmanship. b. The Contract Documents calling for the higher quality material or workmanship shall prevail. Materials or Work described in words, which so applied, have a well known technical or trade meaning shall be deemed to refer to such recognized standards. In the event of any discrepancy between any Drawings and the figures thereon, the figures shall be taken as correct. C. Scale Drawings, full-size details, and Specifications are intended to be fully complementary and to agree. Should any discrepancy between Contract Documents come to the CONTRACTOR's attention, or should an error occur in the efforts of others, which affect the Work, the CONTRACTOR shall notify the ENGINEER, in writing, at once. In the event any doubts or questions arise with respect to the true meaning of the Contract Documents, reference shall be made to the ENGINEER whose written decision shall be final. If the CONTRACTOR proceeds with the Work affected without written instructions from the ENGINEER, the CONTRACTOR shall be fully responsible for any resultant damage or defect. d. Anything mentioned in the Specifications and not indicated in the Plans, or indicated in the Plans and not mentioned in the Specifications, shall be of like effect as if indicated and mentioned in both. In case of discrepancy in the Plans or Specifications, the matter shall be immediately submitted to OCSD's CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 3 of 26 ENGINEER, without whose decision CONTRACTOR shall not adjust said discrepancy save only at CONTRACTOR's own risk and expense. The decision of the ENGINEER shall be final. In all matters relating to the acceptability of material, machinery or plant equipment; classifications of material or Work; the proper execution, progress or sequence of the Work; and quantities interpretation of the Contract Documents, the decision of the ENGINEER shall be final and binding, and shall be a condition precedent to any payment under the Contract, unless otherwise ordered by the Board of Directors. B. Definitions Capitalized terms used in this Contract are defined in the General Conditions, Definitions. Additional terms may be defined in the Special Provisions. SECTION-2 MATERIALS AND LABOR CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at CONTRACTOR'S own expense, all labor and materials necessary, except such as are mentioned in the Specifications to be furnished by OCSD, to construct and complete the Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or materials when due, OCSD may settle such claims by making demand upon the Surety to this Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OCSD may settle them directly and deduct the amount of payments from the Contract Price and any amounts due to CONTRACTOR. In the event OCSD receives a stop payment notice from any laborer or material supplier alleging non-payment by CONTRACTOR, OCSD shall be entitled to deduct all of its costs and expenses incurred relating thereto, including but not limited to administrative and legal fees. C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 4 of 26 SECTION-3 PROJECT The Project is described as: CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Part of PROJECT NO. P1-115 TITLE 24 ACCESS COMPLIANCE AND BUILDING REHABILITATION PROJECT SECTION —4 PLANS AND SPECIFICATONS The Work to be done is shown in a set of Plans and Specifications entitled: CONTRACT NO. PI-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Part of PROJECT NO. P1-115 TITLE 24 ACCESS COMPLIANCE AND BUILDING REHABILITATION PROJECT Said Plans and Specifications and any revision, amendments and addenda thereto are attached hereto and incorporated herein as part of this Contract and referred to by reference. SECTION-5 TIME OF COMMENCEMENT AND COMPLETION CONTRACTOR agrees to commence the Project within 15 calendar days from the date set forth in the "Notice to Proceed"sent by OCSD, unless otherwise specified therein and shall diligently prosecute the Work to completion within 485 calendar days from the date of the "Notice to Proceed" issued by OCSD, excluding delays caused or authorized by OCSD as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for completion includes Fifteen (15)calendar days determined by OCSD likely to be inclement weather when CONTRACTOR will be unable to work. CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 5 of 26 In addition, CONTRACTOR shall accomplish such milestones within the periods of performance set forth in Appendix A of the Special Provisions entitled "Work Completion Schedule." SECTION—6 TIME IS OF THE ESSENCE Time is of the essence of this Contract. As required by the Contract Documents, CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of CONTRACTOR's Work in conformance with an approved construction progress schedule. CONTRACTOR shall coordinate the Work covered by this Contract with that of all other contractors, subcontractors and of OCSD, in a manner that will facilitate the efficient completion of the entire Work and accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with Section 5 herein. OCSD shall have the right to assert complete control of the premises on which the Work is to be performed and shall have the right to decide the time or order in which the various portions of the Work shall be installed or the priority of the work of subcontractors, and, in general, all matters representing the timely and orderly conduct of the Work of CONTRACTOR on the premises. SECTION—7 EXCUSABLE DELAYS CONTRACTOR shall only be excused for any delay in the prosecution or completion of the Project as specifically provided in General Conditions, "Extensions for Delay", and the General Requirements, "By CONTRACTOR or Others—Unknown Utilities during Contract Work". Extensions of time and extra compensation arising from such excusable delays will be determined in accordance with the General Conditions, "Extension of Time for Delay" and "Contract Price Adjustments and Payments", and extensions of time and extra compensation as a result of incurring undisclosed utilities will be determined in accordance with General Requirements, 'By CONTRACTOR or Others— Unknown Utilities during Contract Work". OCSD's decision will be conclusive on all parties to this Contract. C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 6 of 26 SECTION-8 EXTRA WORK The Contract Price as set forth in Section 11, includes compensation for all Work performed by CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated representative of OCSD specifying the exact nature of the Extra Work and the amount of extra compensation to be paid all as more particularly set forth in Section 9 hereof and the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)", "OWNER Initiated Changes", and "Contract Price Adjustments and Payments". In the event a Change Order is issued by OCSD pursuant to the Contract Documents, OCSD shall extend the time fixed in Section 5 for completion of the Project by the number of days, if any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by OCSD's ENGINEER. The decision of the ENGINEER shall be final. SECTION-9 CHANGES IN PROJECT OCSD may at any time, without notice to any Surety, by Change Order, make any changes in the Work within the general scope of the Contract Document, including but not limited to changes: 1. In the Specifications (including Drawings and designs); 2. In the time, method or manner of performance of the Work; 3. In OCSD-furnished facilities, equipment, materials, services or site; or 4. Directing acceleration in the performance of the Work. No change of period of performance or Contract Price, or any other change in the Contract Documents, shall be binding until the Contract is modified by a fully executed Change Order. All Change Orders shall be issued in accordance with the requirements set forth in the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and "OWNER Initiated Changes'. CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 7 of 26 SECTION-10 LIQUIDATED DAMAGES FOR DELAY Liquidated Damages shall be payable in the amounts and upon the occurrence of such events or failure to meet such requirements or deadlines as provided in the Special Provisions, "Liquidated Damages and Incentives." SECTION—11 CONTRACT PRICE AND METHOD OF PAYMENT A. OCSD agrees to pay and the CONTRACTOR agrees to accept as full consideration for the faithful performance of this Contract, subject to any additions or deductions as provided in approved Change Orders, the sum of Two Million Two Hundred Thirty-Five Thousand Six Hundred Nine Dollars ($2,235,609)as itemized on the Attached Exhibit W'. Upon satisfaction of the conditions precedent to payment set forth in the General Requirements, Additional General Requirements and General Conditions (including but not limited to Sections entitled "Mobilization Payment Requirements" and "Payment Itemized Breakdown of Contract Lump Sum Prices"), there shall be paid to the CONTRACTOR an initial Net Progress Payment for mobilization. OCSD shall issue at the commencement of the job a schedule which shows: 1. A minimum of one payment to be made to the CONTRACTOR for each successive four(4)week period as the Work progresses, and 2. The due dates for the CONTRACTOR to submit requests for payment to meet the payment schedule. After the initial Net Progress Payment, and provided the CONTRACTOR submits the request for payment prior to the end of the day required to meet the payment schedule, the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly payment date set forth in the schedule. C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 8 of 26 Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the ENGINEER, stating that the Work for which payment is demanded has been performed in accordance with the terms of the Contract Documents, and that the amount stated in the certificate is due under the terms of the Contract. Payment applications shall also be accompanied with all documentation, records, and releases as required by the Contract, Exhibit A, Schedule of Prices, and General Conditions, "Payment for Work—General". The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by OCSD's ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. B. As used in this Section, the following defined terms shall have the following meanings: 1. "Net Progress Payment" means a sum equal to the Progress Payment less the Retention Amount and other qualified deductions (Liquidated Damages, stop payment notices, etc.). 2. "Progress Payment" means a sum equal to: a. the value of the actual Work completed since the commencement of the Work as determined by OCSD; b. plus the value of material suitably stored at the worksite, treatment plant or approved storage yards subject to or under the control of OCSD since the commencement of the Work as determined by OCSD; C. less all previous Net Progress Payments; d. less all amounts of previously qualified deductions; e. less all amounts previously retained as Retention Amounts. CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 9 of 26 3. "Retention Amount"for each Progress Payment means the percentage of each Progress Payment to be retained by OCSD to assure satisfactory completion of the Contract. The amount to be retained from each Progress Payment shall be determined as provided in the General Conditions—"Retained Funds; Substitution of Securities" SECTION—12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS Pursuant to Public Contract Code Section 22300 at seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities." SECTION—13 COMPLETION Final Completion and Final Acceptance shall occur at the time and in the manner specified in the General Conditions, "Final Acceptance and Final Completion", "Final Payment" and Exhibit A- Schedule of Prices. Upon receipt of all documentation, records, and releases as required by the Contract from the CONTRACTOR, OCSD shall proceed with the Final Acceptance as specified in General Conditions. SECTION— 14 CONTRACTOR'S EMPLOYEES COMPENSATION A. Davis-Bacon Act: CONTRACTOR will pay and will require all Subcontractors to pay all employees on said Project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of Two Thousand Dollars ($2,000.00) and when twenty-five percent (25%)or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 10 of 26 B. General Prevailing Rate: OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime Work in the locality in which the Work is to be performed for each craft or type of Work needed to execute this Contract, and copies of the same are on file in the Office of the ENGINEER of OCSD. The CONTRACTOR agrees that not less than said prevailing rates shall be paid to workers employed on this public works Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. C. Forfeiture for Violation: CONTRACTOR shall, as a penalty to OCSD, forfeit Two Hundred Dollars ($200.00)for each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or any Subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the Work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. D. Apprentices: Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the CONTRACTOR shall comply therewith if the prime contract involves Thirty Thousand Dollars ($30,000.00) or more. CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 11 of 26 E. Workday: In the performance of this Contract, not more than eight(8) hours shall constitute a day's work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in paragraph (B) above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at seq.)of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of Twenty-five Dollars ($25.00)for each worker employed in the execution of this Contract by CONTRACTOR or any Subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. CONTRACTOR shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. F. Registration: Record of Wages: Insoection: CONTRACTOR shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. CONTRACTOR shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(a). SECTION-15 SURETYBONDS CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds approved by OCSD's General Counsel—one in the amount of one hundred percent (100%)of the Contract amount, to guarantee the faithful performance of the Work, and the other in the C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 12 of 26 amount of one hundred percent (100%)of the Contract amount to guarantee payment of all claims for labor and materials furnished. As changes to the Contract occur via approved Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to maintain 100% of the Contract Price. This Contract shall not become effective until such Bonds are supplied to and approved by OCSD. Bonds must be issued by a Surety authorized by the State Insurance Commissioner to do business in California. The Performance Bond shall remain in full force and effect through the warranty period, as specified in Section 19 below. All Bonds required to be submitted relating to this Contract must comply with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the name of the Surety insurer under penalty of perjury, or the fact of execution of each Bond shall be duly acknowledged before an officer authorized to take and certify acknowledgments, and either one of the following conditions shall be satisfied: A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by- laws, or other instrument, duly certified by the proper authority and attested by the seal of the insurer entitling or authorizing the person who executed the Bond to do so for and on behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or B. A copy of a valid power of attorney is attached to the Bond. SECTION— 16 INSURANCE CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against claims for injuries to persons, or damages to property which may arise from or in connection with the performance of the Work hereunder, and the results of that Work by CONTRACTOR, its agents, representatives, employees, or Subcontractors, in amounts equal to the requirements set forth below. CONTRACTOR shall not commence Work under this Contract until all insurance required under this Section is obtained in a form acceptable to OCSD, nor shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 13 of 26 insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all of the foregoing insurance coverages in force through the point at which the Work under this Contract is fully completed and accepted by OCSD pursuant to the provisions of the General Conditions, "Final Acceptance and Final Completion'. Furthermore, CONTRACTOR shall maintain all of the foregoing insurance coverages in full force and effect throughout the warranty period, commencing on the date of Final Acceptance. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of OCSD by CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for and maintain in full force and effect during the life of this Contract, inclusive of all changes to the Contract Documents made in accordance with the provisions of the General Conditions, "Request for Change (Changes at CONTRACTOR's Request)" and/or"OWNER Initiated Changes', the following insurance in amounts not less than the amounts specified. OCSD reserves the right to amend the required limits of insurance commensurate with the CONTRACTOR's risk at any time during the course of the Project. No vehicles may enter OCSD Dremises/worksite without Dossessina the required insurance coverage. CONTRACTOR's insurance shall also comply with all insurance requirements prescribed by agencies from whom permits shall be obtained for the Work and any other third parties from whom third party agreements are necessary to perform the Work (collectively, the "Third Parties'), The Special Provisions may list such requirements and sample forms and requirements from such Third Parties may be included in an attachment to the General Requirements. CONTRACTOR bears the responsibility to discover and comply with all requirements of Third Parties, including meeting specific insurance requirements, that are necessary for the complete performance of the Work. To the extent there is a conflict between C-CA-011317 CONFORMED CONTRACT NO. Pl-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 14 of 26 the Third Parties' insurance requirements and those set forth by OCSD herein, the requirement(s) providing the more protective coverage for both OSCD and the Third Parties shall control and be purchased and maintained by CONTRACTOR. A. Limits of Insurance 1. General Liability: Five Million Dollars ($5,000,000) per occurrence and a general aggregate limit of Five Million Dollars ($5,000,000)for bodily injury, personal injury and property damage. Coverage shall include each of the following: a. Premises-Operations. b. Products and Completed Operations, with limits of at least Five Million Dollars ($5,000,000) per occurrence and a general aggregate limit of Five Million Dollars ($5,000,000)which shall be in effect at all times during the warranty period set forth in the Warranty section herein, and as set forth in the General Conditions, "Warranty(CONTRACTOR's Guarantee)", plus any additional extension or continuation of time to said warranty period that may be required or authorized by said provisions. C. Broad Form Property Damage, expressly including damage arising out of explosion, collapse, or underground damage. d. Contractual Liability, expressly including the indemnity provisions assumed under this Contract. e. Separation of Insured Clause, providing that coverage applies separately to each insured, except with respect to the limits of liability. f. Independent CONTRACTOR's Liability. To the extent first dollar coverage, including defense of any claim, is not available to OCSD or any other additional insured because of any SIR, deductible, or any other form of self insurance, CONTRACTOR is obligated to CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 15 of 26 assume responsibility of insurer until the deductible, SIR or other condition of insurer assuming its defense and/or indemnity has been satisfied. CONTRACTOR shall be responsible to pay any deductible or SIR. g. If a crane will be used, the General Liability insurance will be endorsed to add Riggers Liability coverage or its equivalent to cover the usage of the crane and exposures with regard to the crane operators, riggers and others involved in using the crane. h. If divers will be used, the General Liability insurance will be endorsed to cover marine liability or its equivalent to cover the usage of divers. 2. Automobile Liability: The CONTRACTOR shall maintain a policy of Automobile Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Either(1)a combined single limit of Five Million Dollars ($5,000,000) and a general aggregate limit of Five Million Dollars ($5,000,000)for bodily injury, personal injury and property damage; Or alternatively, (2) Five Million Dollars ($5,000,000) per person for bodily injury and Two Million Dollars ($2,000,000) per accident for property damage. 3. Umbrella Excess Liability: The minimum limits of general liability and automobile liability insurance required, as set forth above, shall be provided for either in a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 16 of 26 4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a form acceptable by OCSD. 5. Worker's Compensation/Employer's Liability: CONTRACTOR shall provide such Worker's Compensation Insurance as required by the Labor Code of the State of California, including employer's liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OCSD, its or their officers, agents, or employees, and any other contractor or subcontractor performing Work or rendering services on behalf of OCSD in connection with the planning, development and construction of the Project. In all its insurance coverages related to the Work, CONTRACTOR shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OCSD, its or their officers, agents, or employees, or any other contractor or subcontractor performing Work or rendering services at the Project. Where permitted by law, CONTRACTOR shall require similar written express waivers and insurance clauses from each of its Subcontractors of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a)would otherwise have a duty of indemnification, contractual or otherwise, (b)did not pay the insurance premium, directly or indirectly, and (c)whether or not such individual or entity has an insurable interest in the property damaged. CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 17 of 26 Pollution Liability Insurance: CONTRACTOR shall purchase and maintain insurance for pollution liability covering bodily injury, property damage (including loss of use of damaged property or property that has not been physically injured or destroyed), cleanup costs, and defense costs (including costs and expenses for investigation, defense, or settlement of claims). Coverage shall carry limits of at least One Million Dollars ($1,000,000) and shall apply to sudden and non-sudden pollution conditions (including sewage spills), both at the site or needed due to migration of pollutants from the site, resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials, or other irritants, contaminants or pollutants. If CONTRACTOR provides coverage written on a claims-made basis, OCSD has the right to approve or reject such coverage in its own discretion. If written on a claims- made basis, the CONTRACTOR warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this Contract, and that continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of two years beginning from the time that the Project under this Contract is completed. 6. Limits are Minimums: If CONTRACTOR maintains higher limits than the minimums shown in this Section, OCSD requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. B. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by OCSD. At the option of OCSD, either: the Insurer shall reduce or eliminate such deductibles or self- insured retentions as respects OCSD, its Directors, officers, agents, CONSULTANTS, and C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 18 of 26 employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OCSD guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C. Other Insurance Provisions 1. Each such policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to contain, the following provisions: a. OCSD, its Directors, officers, agents, CONSULTANTS, and employees, and all public agencies from whom permits will be obtained, and their Directors, officers, agents, and employees are hereby declared to be additional insureds under the terms of this policy, but only with respect to the operations of CONTRACTOR at or from any of the sites of OCSD in connection with this Contract, or acts and omissions of the additional insured in connection with its general supervision or inspection of said operations related to this Contract. b. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by OCSD shall be excess only and not contributing with insurance provided under this policy. 2. Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days prior written notice by certified mail, return receipt requested, and that coverage shall not be cancelled for non-payment of premium except after ten (10)days prior written notice by certified mail, return receipt requested. Should there be changes in coverage or an increase in deductible or SIR amounts, CONTRACTOR undertakes to procure a manuscript endorsement from its insurer giving 30 days prior notice of such an event to OCSD, CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 19 of 26 or to have its insurance broker/agent send to OCSD a certified letter describing the changes in coverage and any increase in deductible or SIR amounts. The certified letter must be sent Attention: Risk Management and shall be received not less than twenty (20) days prior to the effective date of the change(s). The letter must be signed by a Director or Officer of the broker/agent and must be on company letterhead, and may be sent via e-mail in pdf format. 3. Coverage shall not extend to any indemnity coverage for the active negligence of any additional insured in any case where an agreement to indemnify the additional insured would be invalid under California Civil Code Section 2782(b). 4. If required by a public agency from whom permit(s)will be obtained, each policy of General Liability Insurance and Automobile Liability Insurance shall be endorsed to specify by name the public agency and its legislative members, officers, agents, CONSULTANTS, and employees, to be additional insureds. D. Acceptability of Insurers Insurers must have an "A-", or better, Policyholder's Rating, and a Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best Rating Guide. OCSD recognizes that State Compensation Insurance Fund has withdrawn from participation in the A.M. Best Rating Guide process. Nevertheless, OCSD will accept State Compensation Insurance Fund for the required policy of worker's compensation insurance, subject to OCSD's option, at any time during the term of this Contract, to require a change in insurer upon twenty (20) days written notice. Further, OCSD will require CONTRACTOR to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20)days of written notice to CONTRACTOR by OCSD or its agent. C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 20 of 26 E. Verification of Coverage CONTRACTOR shall furnish OCSD with original certificates and mandatory endorsements affecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by OCSD before Work commences. OCSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required by these Specifications at any time. F. Subcontractors CONTRACTOR shall be responsible to establish insurance requirements for any Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subcontractor's operations and work. OCSD and any public agency issuing permits for the Project must be named as "Additional Insured"on any General Liability or Automobile Liability policy obtained by a Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of all Subcontractors' policies, Certificate of Liability and mandatory endorsements effecting coverage. Upon request, CONTRACTOR must furnish OCSD with the above referenced required documents. G. Required Forms and Endorsements 1. Required ACORD Form a. Certificate of Liability Form 25 2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are shown, they are listed in order of preference) In the event any of the following forms are cancelled by Insurance Services Office, Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied. CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 21 of 26 a. Commercial General Liability Form CG-0001 10 01 b. Additional Insured Including Form CG-2010 10 01 and Products-Completed Operations Form CG-2037 10 01 C. Waiver of Transfer of Rights of Form CG-2404 11 85; or Recovery Against Others to Us/ Form CG-2404 10 93 Waiver of Subrogation 3. Required State Compensation Insurance Fund Endorsements a. Waiver of Subrogation Endorsement No. 2570 b. Cancellation Notice Endorsement No. 2065 4. Additional Required Endorsements a. Notice of Policy Termination Manuscript Endorsement 5. Pollution Liability Endorsements There shall be a Separation of Insured Clause or endorsement, providing that coverage applies separately to each insured, except with respect to the limits of liability. There shall also be an endorsement or policy language containing a waiver of subrogation rights on the part of the insurer. OCSD, its directors, officers, agents, CONSULTANTS and employees and all public agencies from whom permits will be obtained as well as their directors, officers, agents, and employees shall be included as insureds under the policy. Any additional insured endorsement shall contain language at least as broad as the coverage language contained in ISO form CG 20 10 11 85 or alternatively in both CG 20 10 10 01 and CG 20 37 10 01 together. SECTION-17 RISK AND INDEMNIFICATION All Work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save, C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 22 of 26 indemnify, defend, and keep OCSD and others harmless as more specifically set forth in General Conditions, "General Indemnification". SECTION-18 TERMINATION This Contract may be terminated in whole or in part in writing by OCSD in the event of substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may be terminated by OCSD for its convenience provided that such termination is effectuated in a manner and upon such conditions set forth more particularly in General Conditions, "Termination for Default" and/or"Termination for Convenience", provided that no termination may be effected unless proper notice is provided to CONTRACTOR at the time and in the manner provided in said General Conditions. If termination for default or convenience is effected by OCSD, an equitable adjustment in the price provided for in this Contract shall be made at the time and in the manner provided in the General Conditions, "Termination for Default" and "Termination for Convenience". SECTION—19 WARRANTY The CONTRACTOR agrees to perform all Work under this Contract in accordance with the Contract Documents, including OCSD's designs, Drawings and Specifications. The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final Acceptance of the Work, pursuant to the General Conditions, "Final Acceptance and Final Completion' that the completed Work is free from all defects due to faulty materials, equipment or workmanship and that it shall promptly make whatever adjustments or corrections which may be necessary to cure any defects, including repairs of any damage to other parts of the system resulting from such defects. OCSD shall promptly give notice to the CONTRACTOR of observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs, corrections or other work made necessary by such defects, OCSD may do so and charge the CONTRACTOR the cost incurred. The CONTRACTOR's warranty shall continue as to any CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 23 of 26 corrected deficiency until the later of(1)the remainder of the original one-year warranty period; or(2)one year after acceptance by OCSD of the corrected Work. The Performance Bond and the Payment Bond shall remain in full force and effect through the guarantee period. The CONTRACTOR's obligations under this clause are in addition to the CONTRACTOR's other express or implied assurances under this Contract, including but not limited to specific manufacturer or other extended warranties specified in the Plans and Specifications, or state law and in no way diminish any other rights that OCSD may have against the CONTRACTOR for faulty materials, equipment or Work. SECTION-20 ASSIGNMENT No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be received hereunder, will be recognized by OCSD unless such assignment has had prior written approval and consent of OCSD and the Surety. SECTION—21 RESOLUTION OF DISPUTES OCSD and the CONTRACTOR shall comply with the provisions of California Public Contract Code Section 20104 at. seq., regarding resolution of construction claims for any Claims which arise between the CONTRACTOR and OCSD, as well as all applicable dispute and Claims provisions as set forth in the General Conditions and as otherwise required by law. SECTION—22 SAFETY & HEALTH CONTRACTOR shall comply with all applicable safety and health requirements mandated by federal, state, city and/or public agency codes, permits, ordinances, regulations, and laws, as well as these Contract Documents, including but not limited to the General Requirements, Section entitled "Safety" and Exhibit B OCSD Safety Standards. C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 24 of 26 SECTION-23 NOTICES Any notice required or permitted under this Contract may be given by ordinary mail at the address set forth below. Any party whose address changes shall notify the other party in writing. TO OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Clerk of the Board Copy to: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, California 92708-7018 Attn: Construction Manager Bradley R. Hogin, Esquire Woodruff, Spradlin &Smart 555 Anton Boulevard Suite 1200 Costa Mesa, California 92626 TO CONTRACTOR: CDC Engineering and Technology 5675 Walnut Ridge Drive Agoura, CA 91301 Copy to: Oved Dagan, President ODC Engineering and Technology 5675 Walnut Ridge Drive Agoura, CA 91301 CONFORMED C-CA-011317 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8AND AREA PAVING Page 25 of 26 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: ODC Engineering and Technology 5675 Walnut Ridge Drive Agoura, CA 91301 By Printed Name Its CONTRACTOR's State License No. 822239 (Expiration Date—07/31/2017) OCSD: Orange County Sanitation District By Gregory C. Sebourn, PLS Chair, Board of Directors By Kelly A. Lore Clerk of the Board By Marc Dubois Contracts, Purchasing and Materials Management Manager C-CA-011317 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 26 of 26 EXHIBIT A SCHEDULE OF PRICES C-EXA-080414 TABLE OF CONTENTS EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION.............................................................................1 EXA-2 PROGRESS PAYMENTS ..................................................................................1 EXA-3 RETENTION AND ESCROW ACCOUNTS........................................................1 EXA-4 STOP PAYMENT NOTICE.................................................................................3 EXA-5 PAYMENT TO SUBCONTRACTORS................................................................3 EXA-6 PAYMENT OF TAXES .......................................................................................3 EXA-7 FINAL PAYMENT...............................................................................................4 EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT...5 ATTACHMENT 1 -CERTIFICATION FOR REQUEST FOR PAYMENT.........................7 ATTACHMENT 2-SCHEDULE OF PRICES...................................................................8 C-EXA-080414 EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract Documents. EXA-2 PROGRESSPAYMENTS Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to: 1. Contract Agreement—Section 11 —"Contract Price and Method of Payment;" 2. General Conditions—"Payment—General"; 3. General Conditions—"Payment—Applications for Payment'; 4. General Conditions—"Payment— Mobilization Payment Requirements;" 5. General Conditions—"Payment— Itemized Breakdown of Contract Lump Sum Prices"; 6. General Conditions—"Contract Price Adjustments and Payments"; 7. General Conditions—"Suspension of Payments"; 8. General Conditions—"OCSD's Right to Withhold Certain Amounts and Make Application Thereof"; and 9. General Conditions—"Final Payment." EXA-3 RETENTION AND ESCROW ACCOUNTS A. Retention: OCSD shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each progress payment shall be determined as provided in General Conditions— "Retained Funds; Substitution of Securities". In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not exceed the percentage specified in the Contract Documents. CONFORMED C-EXA-080414 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 1 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions—"Retained Funds; Substitution of Securities' Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OCSD shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OCSD, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20)calendar days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OCSD may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OCSD's discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OCSD in performing any of the CONTRACTOR'S obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OCSD is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-080414 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8 AND AREA PAVING Page 2 of 8 The failure of OCSD to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OCSD's right to such sums or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE In addition to other amounts properly withheld under this article or under other provisions of the Contract, OCSD shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five percent (125%)of the amount claimed under any stop payment notice under Civil Code§9350 at. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code§9358 OCSD may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a stop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OCSD that the CONTRACTOR has resolved such claim by settlement. EXA-5 PAYMENT TO SUBCONTRACTORS Requirements 1. The CONTRACTOR shall pay all Subcontractors for and on account of Work performed by such Subcontractors, not later than seven (7) days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be based on the measurements and estimates made pursuant to article progress payments provided herein. 2. Except as specifically provided by law, the CONTRACTOR shall pay all Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7)days after CONTRACTOR'S receipt of said retention proceeds from OCSD as required by the California Public Contract Code§7107. EXA-6 PAYMENT OF TAXES Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all federal, state, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The CONTRACTOR will maintain auditable records, subject to OCSD reviews, confirming that tax payments are current at all times. CONFORMED C-EXA-080414 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 3 of 8 EXA-7 FINAL PAYMENT After Final Acceptance of the Work, as more particularly set forth in the General Conditions, "Final Acceptance and Final Completion", and after Resolution of the Board authorizing final payment and satisfaction of the requirements as more particularly set forth in General Conditions—"Final Payment", a final payment will be made as follows: 1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an application for Final Payment to OCSD, including: a. The proposed total amount due the CONTRACTOR, segregated by items on the payment schedule, amendments, Change Orders, and other bases for payment; b. Deductions for prior progress payments; c. Amounts retained; d. A conditional waiver and release on final payment for each Subcontractor(per Civil Code Section 8136); e. A conditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8136); f. List of Claims the CONTRACTOR intends to file at that time or a statement that no Claims will be filed, g. List of pending unsettled claims, stating claimed amounts, and copies of any and all complaints and/or demands for arbitration received by the CONTRACTOR; and h. For each and every claim that resulted in litigation or arbitration which the CONTRACTOR has settled, a conformed copy of the Request for Dismissal with prejudice or other satisfactory evidence the arbitration is resolved. 2. The application for Final Payment shall include complete and legally effective releases or waivers of liens and stop payment notices satisfactory to OCSD, arising out of or filed in connection with the Work. Prior progress payments shall be subject to correction in OCSD's review of the application for Final Payment. Claims filed with the application for Final Payment must be otherwise timely under the Contract and applicable law. 3. Within a reasonable time, OCSD will review the CONTRACTOR'S application for Final Payment. Any recommended changes or corrections will then be forwarded to the CONTRACTOR. Within ten (10) calendar days after receipt of recommended changes from OCSD, the CONTRACTOR will make the changes, or list Claims that will be filed as a result of the changes, and shall submit the revised application for Final Payment. Upon C-EXA-080414 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8 AND AREA PAVING Page 4 of 8 acceptance by OCSD, the revised application for Final Payment will become the approved application for Final Payment. 4. If no Claims have been filed with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty-five (35) calendar days after Final Acceptance of the Work by OCSD, and agreements are reached on all issues regarding the application for Final Payment, OCSD, in exchange for an executed release, satisfactory in form and substance to OCSD, will pay the entire sum found due on the approved application for Final Payment, including the amount, if any, allowed on settled Claims. 5. The release from the CONTRACTOR shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of OCSD are specifically reserved, and shall release and waive all unreserved Claims against OCSD and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that: a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment; b. It has no reason to believe that any party has a valid claim against the CONTRACTOR or OCSD which has not been communicated in writing by the CONTRACTOR to OCSD as of the date of the certificate; c. All warranties are in full force and effect, and; d. The releases and the warranties shall survive Final Payment. 6. If any claims remain open, OCSD may make Final Payment subject to resolution of those claims. OCSD may withhold from the Final Payment an amount not to exceed one hundred fifty percent (150%) of the sum of the amounts of the open claims, and one hundred twenty-five percent (125%) of the amounts of open stop payment notices referred to in article entitled stop payment notices herein. 7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract(per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138)within thirty (30)days of receipt of Final Payment. EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT Notwithstanding OCSD's acceptance of the application for Final Payment and irrespective of whether it is before or after Final Payment has been made, OCSD shall not be precluded from subsequently showing that: 1. The true and correct amount payable for the Work is different from that previously accepted; CONFORMED C-EXA-080414 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 5 of 8 2. The previously-accepted Work did not in fact conform to the Contract requirements, or; 3. A previous payment or portion thereof for Work was improperly made. OCSD also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable law. C-EXA-080414 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8 AND AREA PAVING Page 6 of 8 ATTACHMENT 1 —CERTIFICATION FOR REQUEST FOR PAYMENT I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned herein were actually rendered and/or supplies delivered to OCSD in accordance with the Contract. I understand that it is a violation of both the federal and California False Claims Acts to knowingly present or cause to be presented to OCSD a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Act and State of California False Claims Act are non-exclusive, and are in addition to any other remedies which OCSD may have either under contract or law. I hereby further certify, to the best of my knowledge and belief, that: 1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract; 2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification; 3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractor's performance. Name Title Date CONFORMED C-EXA-080414 CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING, BUILDING 8 AND AREA PAVING Page 7 of 8 ATTACHMENT 2—SCHEDULE OF PRICES See next pages from the Bid Submittal Forms (ODC Engineering and Technology) BF-14 Schedule of Prices, Pages 1-4 C-EXA-080414 CONFORMED CONTRACT NO. P1-115B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8 AND AREA PAVING Page 8 of 8 DOC EWM%RING 8 7ECMi*LOGY Bid Submitted By: (Nam of Firm) BF-14 SCHEDULE OF PRICES INSTRUCTIONS A. General For Unit Prices, it is understood that the following quantifies are approximate only and are solely for the purpose of estimating the comparison of Bids, and that the actual value of Work will be computed based upon the actual quantities in the completed Work,whether they be more or less than those shown. CONTRACTOR'S compensation for the Work under the Contract Documents will be computed based upon the lump sum amount of the Contract at time of award, plus any additional or deleted costs approved by OCSD via approved Change Orders,pursuant to the Contract Documents. Bidder shall separately price and accurately reflect costs associated with each line item, leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid. Bidders are reminded of Instruction to Bidders, Discrepancy in Bid Items, which, in summary, provides that the total price for each item shall be based on the Unit Price listed for each item multiplied by the quantity; and the correct Total Price for each item shall be totaled to determine the Total Amount of Bid. All applicable costs including overhead and profit shall be reflected in the respective unit costs and the TOTAL AMOUNT OF BID. The Bid price shall include all costs to complete the Work, including profit overhead etc unless otherwise specified in the Contract Documents All applicable sales taxes state and/or federal and any other special taxes patent rights or royalties shall be included in the prices quoted in this Bid. B. Basis of Award AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST RESPONSIVE AND RESPONSIBLE BID, THE LOWEST BID IS DEFINED AS THE"TOTAL AMOUNT OF BID" LISTED IN THIS BID, UNLESS OTHERWISE SPECIFIED BELOW. Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials, equipment and services for the construction of the Project per the Contract Documents. Bidders shall accurately reflect the cost to perform the Work. OCSD may reject unbalanced Bids. Refer to Part 2—INSTRUCTIONS TO BIDDERS. BF-14 SCHEDULE OF PRICES C-BF-021115 CONTRACT NO. PIA 15B REHABILITATION OF FLEET SERVICES BUILDING,BUILDING 8 AND AREA PAVING Page 1 of 4 \ f \ \ V )7q dOZ° 2§; m 0\ � \ \ # \ no AS . - ! — « , — _ w \ m � k /) ) { q (/ ! • v! ! $ /f \ ° ` {� \)0 aE $ |! — : E — k \cc 0 / a {)� a / \E,A )) /)}k/)) « ! 9 k k! \ \ k\ kk � [ M0 !0 ) ) / k/) {} 0 �) k � kk {\ _ - 16 / \ \\\ 6§§ j0 00 - % ( / § & § 7 ƒ = ! k ! : ` \ \ {\ { / \o | 222f § | ` 2 MW ` G \ �2 )j\ ! § 2 ! ! IA | (/\ k M )« � � f § E! E , {, 5 (k0 2 \ /\\ \ (\t! ■ ! /! Fn Lx E 16 \ 0 ! E ) \f)7 _ = } // \ a k \ / = : \ } Lo OM\\ O � w {w 0 ) |! a « \ �kp > \ (f § ` \ 2° } ° # § ( \ E _ \ m IR � ! e \ § & \ S : S}/D \ § � E - - | e., ■ e , | ze k tkkWg ! | ) § kk ! f£ ! WE dE J tE \\ ! ! F20z ! w; O £ ! $ m \ | { ! E <§ § ■ § Ole< Project No. P1- 115, Title 24 Access Compliance and Building Rehabilitation Project Operations Committee July 5, 2017 9j r 1 CA 49312 Waft dMkM „ Project Background • Agreement with City of Fountain Valley ✓ New Administration Building ✓ Retrofit existing facilities • Meet accessibility and code requirements • Replace aging roofing and lighting • Two contracts under Project P1- 115 ✓ Project P1- 115A — complete ✓ Project P1- 115B — ready for award PI-115A - ---- Building 7- i Warehouse Building4 I r i li Purchasing Conf Room _ ( ,.. C. Building 1 - , - ii .� Building 3 - f I �,WW. . -n Shop A— Shop6� - r F� Building 2 '- �•-- ,.. K. ,- *! ---; i ' Buildings Building 6' 'Building H Demo f I R+' Asphalt Improvements /Y ` R r P1-115B _ _ Building 8 Car charging Fleet Services Area Paving Fan switches in Shop B 1�1 - •`ill 1 "g . N r Increase to Project Budget • Staff costs to complete Contract P1- 115A • Engineers Estimate $ 2, 100, 000 • Lowest Bid 6% higher at $ 2, 235, 609 • Construction Contingency 10% • Staff costs for longer duration ✓ 300 calendar vs . 485 calendar days Recommendation A. Award a construction contract to ODC Engineering and Technology for Rehabilitation of Fleet Services Building, Building 8 and Paving Area, Contract No. P1-115B, part of Title 24 Access Compliance and Building Rehabilitation, Project No. P1-115, for a total amount not to exceed $2,235,609; B. Approve a contingency of $223,563 ( 10%); and C. Approve a budget increase of $791,000 for Title 24 Access Compliance and Building Rehabilitation, Project No. P1-115, for a total budget amount of $18,400,000. Questions ? ADMINISTRATION COMMITTEE Meeting Date Ta Bd.of Dir. 07/12/17 07/z6/17 AGENDA REPORT emNumber Item Number 2 12 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: 2018 BENEFITS INSURANCE RENEWAL GENERAL MANAGER'S RECOMMENDATION Approve the Orange County Sanitation District 2018 Benefits Insurance Renewal for the not-to-exceed amounts specified below: A. Employee Benefit Specialists (medical, dental, and vision plans; Employee Assistance Program [EAP])— not-to-exceed $10,507,891; B. Prudential (basic life, short-and long-term disability)—not-to-exceed $598,011; and C. The Standard (EMT & Manager disability)— not-to-exceed $30,000. SUMMARY This item was presented at the July 12, 2017 Administration Committee and, at the request of that Committee, staff will provide further detail on this subject matter to the Administration Committee in the future. The Orange County Sanitation District (Sanitation District) provides healthcare and welfare insurance benefits as a provision contained in its Memoranda of Understanding (MOU's) and personnel policies. The Human Resources (HR) Department and Sanitation District's operational insurance broker, Alliant, began the renewal process in March and received initial quotes in June. After successfully negotiating with the insurance carriers, Alliant was able to secure competitive rates for the Sanitation District without compromising the level of benefits provided to employees and eligible dependents. The cost of insurance coverage will increase by 3.1%, or $335,833, for a total cost of $11,135,903 for 2018, which is proportionally shared as follows: • Sanitation District cost: $9,059,537 • Employee cost: $2,076,365 Page 1 d 4 BACKGROUND In May 2015, the Board of Directors (Board) approved moving the Sanitation District's medical insurance from direct contract with the carriers to joining the insurance risk sharing pool under California State Association of Counties - Excess Insurance Authority (CSAC-EIA). The association with CSAC-EIA resulted in immediate and future cost savings to the Sanitation District in medical insurance premiums and dictated a change from fiscal to calendar-based plan year from January through December. Staff anticipates presenting the benefits renewal information to the Board annually every July for an effective date of January 1 of of the year therafter. RELEVANT STANDARDS • Competitive compensation and benefits PROBLEM The Sanitation District's healthcare and welfare insurance benefits renew on an annual basis, with carrier quotes typically received by June of every year. Through its association with CSAC-EIA, the Sanitation District is required to hold an annual benefits open enrollment period every October to provide employees and eligible dependents the opportunity to make changes to their benefit elections, for an effective date of January 15t of the year thereafter. PROPOSED SOLUTION Approve the benefits insurance renewals as described above with the respective carriers to ensure continued coverage for employees and eligible dependents. TIMING CONCERNS Board approval is necessary in July 2017 to ensure that the Sanitation District meets its insurance renewal deadlines, to finalize preparations for the October benefits open enrollment, and for continued coverage for Sanitation District employees and eligible dependents in accordance with MOU's and personnel policies. RAMIFICATIONS OF NOT TAKING ACTION Without Board approval, the Sanitation District cannot finalize the contracts with the insurance carriers for the 2018 Plan Year, resulting in the interruption of medical, dental, vision, EAR life, and disability coverage and services to employees and eligible dependents; and the Sanitation District would not meet its obligation to provide these benefits as provided for in MOU's and personnel policies. PRIOR COMMITTEE/BOARD ACTIONS N/A Page 2 of 4 ADDITIONAL INFORMATION Medical Insurance The Sanitation District'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. The Sanitation District offers a choice of medical plans through Anthem Blue Cross and Kaiser Permanents. HMO (Health Maintenance Organization) plans offer comprehensive coverage. Employees have a choice between the Anthem Blue Cross HMO or the Kaiser HMO plan. The 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 The Sanitation District provides the Delta Dental plan to all benefit eligible employees. Vision Insurance The Sanitation District currently provides vision insurance to all benefit eligible employees through Anthem Blue View Vision. S taff is currently in negotiation with Anthem Blue View and VSP through CSAC-EIA to transition from a direct provider to the shared (CSAC-EIA) pool in an effort to achieve a competitive rate and take advantage of a three-year rate lock through 2021. The total annual not-to-exceed amount is $114,829. 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 insurance coverage through Prudential Insurance Company of America. The benefit amount is $50,000 for employees and 3x's of salary for managers and executives. Short-Term Disability Insurance The short-term disability 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 up to 26 weeks. The Sanitation District pays the entire cost of coverage for regular full-time and part-time employees. Coverage is offered through Prudential. Long-Term Disability Insurance The long-term disability 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 up to$5,000/month. The Sanitation District pays the entire cost of coverage for regular full-time and part-time employees with five or more years of service. Coverage is offered through Prudential. Page 3 of 4 Executive Disability The additional 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 due to a non-work related illness or injury are eligible to receive an additional benefit of $3,100/month. The first $5,000/month is covered by the Sanitation District group long-term disability plan benefit. Coverage is offered through The Standard. Employee Assistance Program The 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. CEQA N/A BUDGET/PURCHASING ORDINANCE COMPLIANCE The funds for the renewal of these insurances are derived from the Sanitation District Operating Budget. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 4 of 4 ADMINISTRATION COMMITTEE Meeting Date Ta Bd.of Dir. 07/12/17 07/26/17 AGENDA REPORT emNumber hem Number 3 13 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: INDEPENDENT FINANCIAL AUDITORS' COMMUNICATION LETTER FOR THE AUDIT OF THE ORANGE COUNTY SANITATION DISTRICT FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED JUNE 30, 2017 GENERAL MANAGER'S RECOMMENDATION Receive and file the Communication Letter dated June 15, 2017 prepared by the Orange County Sanitation District's independent financial auditors, Macias Gini & O'Connell LLP (MGO). BACKGROUND As required by American Institute of Certified Public Accountant's Statement of Auditing Standards 114, the Orange County Sanitation District's (Sanitation District) independent external auditors are required to communicate with those charged with governance, such as the Administration Committee. Attached is a letter of communication for the audit of the Sanitation District's financial statements for the year ended June 30, 2017 for the Committee's consideration. This letter describes the communication process, auditor's independence, the audit planning process, the concept of materiality in planning and executing the audit, the auditors' approach to internal control and compliance that is relevant to the audit, using the work of internal auditors, and the timing of the audit. RELEVANT STANDARDS Annual financial report and audit letter ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD websim (www.ocsd.coml with the complete agenda package: Auditors Communication Letter Page 1 of 1 MGOCertifled Accountants Accountants June 15,2017 To the Administration Committee Orange County Sanitation District 10844 Ellis Ave. Fountain Valley,CA 92708 This letter is intended to communicate certain matters related to the planned scope and timing of our audit of the Orange County Sanitation District (the District) financial statements as of and for the year ending June 30,2017. Communication Effective two-way communication between our firm and the Administration Committee is important to understanding matters related to the audit and in developing a constructive working relationship. Your insights may assist us in understanding the District and the environment, in identifying appropriate sources of audit evidence, and in providing information about specific transactions or events. We will discuss with you your oversight of the effectiveness of internal control and any areas where you request additional procedures to be undertaken. We expect that you will timely communicate with us any matters you consider relevant to the audit. Such matters might include strategic decisions that may significantly affect the nature, timing,and extent of audit procedures,your suspicion or detection of fraud or abuse, or any concerns you may have about the integrity or competence of senior management. We will timely communicate to you any fraud involving senior management and other fraud that causes a material misstatement of the financial statements, illegal acts, instances of noncompliance, or abuse that come to our attention (unless they are clearly inconsequential), and disagreements with management and other serious difficulties encountered in performing the audit. We also will communicate to you and to management any significant deficiencies or material weaknesses in internal control that become known to us during the course of the audit. Other matters arising from the audit that are, in our professional judgment, significant and relevant to you in your oversight of the financial reporting process will be communicated to you in writing after the audit. Independence Our independence policies and procedures are designed to provide reasonable assurance that our firm and its personnel comply with applicable professional independence standards. Our policies address financial interests, business and family relationships, and nonaudit services that may be thought to hear on independence. For example, without our permission no partner or professional employee of Macias Gini &O'Connell LLP is permitted to have any direct financial interest or a material indirect financial interest in a client or any affiliates of a client. Also, if an immediate family member or close relative of a partner or professional employee is employed by a client in a key position, the incident must be reported and resolved in accordance with Firm policy. In addition, our policies restrict certain nonaudit services that may be provided by Macias Gini & O'Connell LLP and require audit clients to accept certain responsibilities in connection with the provision of permitted non-attest services. Matlaa 61ni&Ocannell LLP aSls MacArthur Court,Suite 600 Newport Beam.CA 92660 www.mgocpa.com The Audit Planning Process Our audit approach places a strong emphasis on obtaining an understanding of how the District functions. This enables us to identify key audit components and tailor our procedures to the unique aspects of your operations. The development of a specific audit plan will begin by meeting with you and with management to obtain an understanding of business objectives, strategies,risks,and performance. As part of obtaining an understanding of your business and its environment, we will obtain an understanding of internal control. We will use this understanding to identify risks of material misstatement, which will provide us with a basis for designing and implementing responses to the assessed risks of material misstatement. We will also obtain an understanding of the users of the financial statements in order to establish an overall materiality level for audit purposes. We will conduct formal discussions among engagement team members to consider how and where your financial statements might be susceptible to material misstatement due to fraud or error. The Concept of Materiality in Planning and Executing the Audit We apply the concept of materiality both in planning and performing the audit, evaluating the effect of identified misstatements and compliance on the audit,and the effect of uncorrected misstatements, if any, on the financial statements,and in forming the opinions in our reports.Our determination of materiality is a matter of professional judgment and is affected by our perception of the financial and compliance information needs of users of the financial statements and compliance reports. We establish performance materiality at an amount less than materiality for the financial statements as a whole to allow for the risk of misstatements that may not be detected by the audit. We use performance materiality for purposes of assessing the risks of material misstatement and determining the nature, timing and extent of further financial audit procedures. Our assessment of materiality throughout the audit will be based on both quantitative and qualitative considerations. Because of the interaction of quantitative and qualitative considerations, misstatements of a relatively small amount could have a material effect on the current financial statements and noncompliance as well as financial statements and noncompliance of future periods. We will accumulate misstatements identified during the audit, other than those that are clearly trivial. At the end of the audit, we will inform you of all individual unrecorded misstatements aggregated by us in connection with our evaluation of our audit test results. We will also accumulate information concerning noncompliance during the audit and communicate information concerning noncompliance in accordance with applicable provisions of Government Auditing Standards issued by the Comptroller General of the United States. Our Approach to Internal Control and Compliance Relevant to the Audit Our audit of the financial statements will include obtaining an understanding of internal control sufficient to plan the audit and to determine the nature,timing, and extent of audit procedures to be performed. An audit is not designed to provide assurance on internal control or to identify significant deficiencies or material weaknesses. Our review and understanding of the District's internal control is not undertaken for the purpose of expressing an opinion on the effectiveness of internal control. We will issue reports on internal control related to the financial statements. These reports describe the scope of testing of internal control and the results of our tests of internal controls. Our reports on internal control will include any significant deficiencies and material weaknesses in the system of which we become aware as a result of obtaining an understanding of internal control and performing tests of internal control consistent with the requirements of the Government Auditing Standards issued by the Comptroller General of the United States. 2 Using the Work of Internal Auditors As part of our understanding of internal control, we will obtain and document an understanding of your internal audit function. We will read relevant internal audit reports issued during the year to determine whether such reports indicate a source of potential error or fraud that would require a response when designing our audit procedures. Because internal auditors are employed consultants, they are not independent and their work can never be substituted for the work of the external auditor. We may, however,alter the nature,timing,and extent of our audit procedures,based upon the results of the internal auditors work or use them to provide direct assistance to us during the performance of our audit. Timing of the Audit We have scheduled preliminary audit field work for the week of June 12, 2017 with final field work commencing the week of August 23, 2017. Management's adherence to its closing schedule and timely completion of information used by us in performance of the audit is essential to timely completion of the audit. Closing We will be pleased to respond to any questions you have about the foregoing. We appreciate the opportunity to be of service to Orange County Sanitation District. This communication is intended solely for the information and use of the Administration Committee, Board of Directors and the management of the District and is not intended to be and should not be used by anyone other than these specified parties. Macias Gini&O'Connell LLP Peter S. George Partner 3 ADMINISTRATION COMMITTEE Meeting Date TOBd.of Dir. 07/12/17 07/26/17 AGENDA REPORT emNumber Item Number 4 14 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Administrative Services SUBJECT: SETTLEMENT AGREEMENT FOR CHARGES AND FEES OWED BY ONE INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE GENERAL MANAGER'S RECOMMENDATION Approve the settlement agreement negotiated by the General Manager for the collection of charges owed for sanitary sewer service charges, plus interest of 6.00%, with Thompson Energy Resources, LLC, in a form approved by General Counsel. BACKGROUND Thompson Energy Resources, LLC (Thompson Energy) is the holder of an industrial wastewater discharge permit issued by the Orange County Sanitation District (Sanitation District)that requires payment of sanitary sewer service charges for the cost of conveying, treating, and disposing of wastewater discharged. Based on the terms of the permit, the permittee is required to pay estimated quarterly sewer service charges that are reconciled annually with actual discharge Flows and strength. The permittee is now in default of their payment obligations ($118,812.78) and the Sanitation District filed an Administrative Complaint against the permittee for nonpayment of invoices requesting permit suspension until the account is paid in full. The Sanitation District and Permittee have reached a settlement amount for the purpose of avoiding further administrative proceedings and the institution of any litigation that may follow based upon these matters. The General Manager, in accordance with Resolution No. OCSD 11-04, Article III, "Collection of Fees and Charges Relating to Industrial Waste Discharges", has negotiated a settlement agreement with this permittee requiring payment in full in the amount of$107,102.29. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with regulators/Stakeholders PROBLEM Thompson Energy is past due on their invoices and owes $118,812.78. PROPOSED SOLUTION Resolution No. OCSD 11-04 allows for a settlement agreement to allow the permittee to pay the amounts owed while continuing to conduct their business with a valid industrial Page 1 of 2 wastewater discharge permit. If a settlement agreement is not approved, the Sanitation District would move forward with administrative complaint proceedings to suspend the Permittee's permit until the invoices are paid in full. TIMING CONCERNS The settlement agreement should be executed as soon as possible so the account will be current. RAMIFICATIONS OF NOT TAKING ACTION The outstanding amounts owed to the Sanitation District will increase when annual reconciliation invoices are issued. FINANCIAL CONSIDERATIONS The settlement agreement complies with Resolution No. OCSD 11-04. ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Settlement Agreement—Thompson Energy Resources, LLC Page 2 of 2 SETTLEMENT AGREEMENT THIS AGREEMENT, is entered into, to be effective July 26, 2017, by and between Orange County Sanitation District ("District"), a county sanitation district duly organized and existing pursuant to Section 4700 at. seq. of the Health & Safety Code of the State of California and Thompson Energy Resources, LLC ("Permitee"). RECITALS A. District is a wastewater treatment agency which owns and operates wastewater treatment facilities which receive, treat and discharge, through an ocean outfall, wastewater received from dischargers within its jurisdictional boundaries. In the course of its wastewater treatment operations, and pursuant to Ordinance No. OCSD- 48 Wastewater Discharge Regulations ("District's Ordinance"), District issues industrial wastewater discharge permits to certain persons/entities which discharge wastewater into the District's sewerage system. B. As part of the District's wastewater treatment operations, the District imposes user fees on permittees, requiring such permittees to pay their share of the District's costs of conveying, treating, and disposing of wastewater discharged by such permittees. C. Permittee is the holder of an industrial wastewater discharge permit issued by District and is responsible for paying user fees for the cost of conveying, treating, and disposing of wastewater discharged from Permittee's facility located at 3351 East Birch Street, Brea, California 92821. D. District has issued to Permittee Invoice No.'s 528770, 51175, 51285, 529090, 909725, 51492, 51556, 51557, 51682, 529408, 51985, 52187, 529727, 530037, 530452, 910106, 530658, 53446, 53520, 530980, 53619, 53731, 53787, and 53874 in the total amount of $118,812.78 for user fees and penalties then due and owing to the District. E. Permitee has failed to pay the presently owing sum of$118,812.78. 1 Permitee has requested additional time to pay this outstanding obligation. F. Pursuant to District Resolution 11-04, District is authorized, pending approval from District's Board of Directors, to negotiate and enter into a settlement agreement relating to the financial obligation owing to the District. G. The District and Permitee intend to settle the matter resulting from the delinquent obligations owed by Permitee. NOW, THEREFORE, in consideration of the facts recited above and the conditions, covenants, and promises set forth below, District and Permitee agree as follows: AGREEMENT 1. On or before, August 15, 2017, Permitee shall pay to the District the total sum of$107,102.29 in settlement of delinquent financial obligations owed to the District for Invoice Nos. 528770, 51175, 51285, 529090, 909725, 51492, 51556, 51557, 51682, 529408, 51985, 52187, 529727, 530037, 530452, 910106, 530658, 53446, 53520, 530980, 53619, 53731, 53787, and 53874. Thompson Energy Resources shall make payment(s) in accordance with the following conditions: (a) The payment pursuant to this Settlement Agreement shall be made by cashier's check, payable to Orange County Sanitation District, and delivered to the Administrative Offices of the District, located at: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 (b) If the payment is not received by the District prior to 4:00 p.m. on August 15, 2017, Permitee's permit shall be immediately suspended until such time that the District receives payment in the full amount of $ 107,102.29. By entering into this Settlement Agreement, Permitee hereby waives the right to an administrative hearing or 2 other proceeding to challenge the permit suspension. 2. Permittee shall pay to District all other invoices issued by the District during the term of this Agreement in accordance with the provisions of District's Ordinance. 3. Permitee acknowledges that the failure to pay current invoices may be grounds for suspension of any industrial wastewater discharge permit issued to Permitee by District, and shall additionally be deemed a breach of this Agreement, thereby giving rise to all legal remedies available to District. . 4. In consideration of the foregoing, District agrees to refrain from instituting collection or permit suspension or revocation proceedings, which remedies are presently available to the District as a result of Permitee's current failure to pay Invoice No.'s 528770, 51175, 51285, 529090, 909725, 51492, 51556, 51557, 51682, 529408, 51985, 52187, 529727, 530037, 530452, 910106, 530658, 53446, 53520, 530980, 53619, 53731, 53787, and 53874. This provision to refrain from instituting such proceedings shall be effective with regard only to Invoice Nos. 528770, 51175, 51285, 529090, 909725, 51492, 51556, 51557, 51682, 529408, 51985, 52187, 529727, 530037, 530452, 910106, 530658, 53446, 53520, 530980, 53619, 53731, 53787, and 53874, and only for so long as Permitee remains in compliance with the terms of this Agreement. 5. Should any litigation be commenced between the District and Permitee regarding enforcement of this Agreement, or the rights and any duties of the parties in relation thereto, the prevailing party in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its attorney fees and costs in the litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose. 6. Nothing in this Agreement shall affect Permitee's obligation to pay current and/or future charges for use of District's sewerage system or Permitee's obligation to 3 comply with all other conditions and requirements of its industrial wastewater discharge permit and the District's Ordinance. 7. Nothing herein shall affect the District's right to enforce all requirements and conditions of the District's Ordinance. 8. This Agreement is made only for the benefit of the parties hereto. It is not intended that any right under this Agreement shall accrue to any third person. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above. Orange County Sanitation District BY: Gregory C. Sebourn, PLS Board Chair Attest: Thompson Energy Resources, LLC BY: Clerk of the Board Robert Thompson 4 ADMINISTRATION COMMITTEE Meeting Date TOBd.of Dir. 07/12/17 07/26/17 AGENDA REPORT emNumber Item Number s Is Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Administrative Services SUBJECT: DEFERRED PAYMENT AGREEMENT FOR CHARGES AND FEES OWED BY ONE INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE GENERAL MANAGER'S RECOMMENDATION Approve the deferred payment agreement negotiated by the General Manager for the collection of all charges and fees owed for sanitary sewer service charges, plus interest of 6.00% per annum, with Aseptic Technology, LLC, in a form approved by General Counsel. BACKGROUND Aseptic Technology, LLC (Aseptic Technology) is the holder of an industrial wastewater discharge permit issued by the Orange County Sanitation District (Sanitation District)that requires payment of sanitary sewer service charges for the cost of conveying, treating, and disposing of wastewater discharged. Based on the terms of the permit, the permittee is required to pay estimated quarterly sewer service charges that are reconciled annually with actual discharge flows and strength. The permittee is now in default of their payment obligations ($451,161.54) and the Sanitation District filed an Administrative Complaint against the permittee for nonpayment of invoices requesting permit suspension until the account is paid in full. The General Manager, in accordance with Resolution No. OCSD 11-04, Article III, "Collection of Fees and Charges Relating to Industrial Waste Discharges,"has negotiated a six-month deferred payment agreement with this permittee requiring monthly payment terms plus interest of 6.00% per annum. In January 2016, the Board of Directors approved a 12-month payment agreement for Aseptic Technology that Aseptic Technology made timely payments against and paid off as of January 2017. However, Aseptic Technology failed to make payments against their current quarterly invoices for services rendered after January 2016, thus necessitating this new payment agreement request. This new payment agreement also requires Aseptic Technology to remit timely payments against new obligations occurring during the term of the agreement. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with regulators/Stakeholders Page 1 of 3 PROBLEM Aseptic Technology is past due on their invoices and owes $451,161.54. PROPOSED SOLUTION Resolution No. OCSD 11-04 allows for a deferred payment agreement to allow the permittee to pay the amounts owed while continuing to conduct their business with a valid industrial wastewater discharge permit. If a deferred payment agreement is not approved, the Sanitation District would move forward with administrative complaint proceedings to suspend the Permittee's permit until the invoices are paid in full. TIMING CONCERNS The deferred payment agreement should be executed as soon as possible to allow the permittee to begin making payments. RAMIFICATIONS OF NOT TAKING ACTION The outstanding amounts owed to the Sanitation District will increase when annual reconciliation invoices are issued. PRIOR COMMITTEE/BOARD ACTIONS January 2016— Board of Directors approved Deferred Payment Agreement with Aseptic Technology for outstanding invoices accumulated from September 2015 through December 2015. ADDITIONAL INFORMATION Payment Due Administrative No. Date Principal Interest Charge Total 1 8/15/2017 $74,259.14 $2,255.81 $25.00 $76,539.95 2 8/15/2017 $74,630.43 $1,884.51 $25.00 $76,539.94 3 9/15/2017 $75,003.59 $1,511.36 $25.00 $76,539.95 4 10/15/2017 $75,378.61 $1,136.34 $25.00 $76,539.95 5 11/15/2017 $75,755.50 $759.45 $25.00 $76,539.95 6 12/15/2017 $76,134.28 $380.67 $25.00 $76,539.95 Totals $451,161.54 1 $7,928.14 $150.00 $459,239.68 FINANCIAL CONSIDERATIONS The deferred payment agreement complies with Resolution No. OCSD 11-04. Page 2 of 3 ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: • Deferred Payment Agreement—Aseptic Technology, LLC Page 3 of 3 DEFERRED PAYMENT AGREEMENT THIS AGREEMENT, is entered into, to be effective July 26, 2017, by and between Orange County Sanitation District ("District"), a county sanitation district duly organized and existing pursuant to Section 4700 at. seq. of the Health & Safety Code of the State of California and Aseptic Technology, LLC ("Permitee"). RECITALS A. District is a wastewater treatment agency which owns and operates wastewater treatment facilities which receive, treat and discharge, through an ocean outfall, wastewater received from dischargers within its jurisdictional boundaries. In the course of its wastewater treatment operations, and pursuant to Ordinance No. OCSD- 48 Wastewater Discharge Regulations ("District's Ordinance"), District issues industrial wastewater discharge permits to certain persons/entities which discharge wastewater into the District's sewerage system. B. As part of the District's wastewater treatment operations, District imposes user fees on permittees, requiring such permittees to pay their share of the District's costs of conveying, treating and disposing of wastewater discharged by such permittees. C. Permittee is the holder of an industrial wastewater discharge permit issued by District and is responsible for paying user fees for the cost of conveying, treating and disposing of wastewater discharged from Permittee's facility located at 24855 Corbit Place, Yorba Linda, California. D. District has issued to Permittee Invoice Nos. 52996, 909924, 910080, 530302, 530620, 53274, 53273, 53272, 530942, 53796 and 53875 in the amount of $451,161.54 for user fees and penalties then due and owing to the District. E. Permitee has failed to pay the presently owing sum of$451,161.54 and has requested additional time to pay this outstanding obligation. F. Pursuant to Resolution 11-04, District is authorized to enter into deferred 1 payment agreements for limited sums and of limited duration, pursuant to approval by the District's Board of Directors. G. The District intends to provide additional time for Permitee to pay to District the amounts presently due on Invoice Nos. 52996, 909924, 910080, 530302, 530620, 53274, 53273, 53272, 530942, 53796 and 53875 in accordance with the requirements of District Resolution 11-04. NOW, THEREFORE, in consideration of the facts recited above and the conditions, covenants and promises set forth below, District and Aseptic Technology LLC agree as follows: AGREEMENT 1. Permittee shall make payments (including principal and interest) to the District, pursuant to the following payment schedule: Admin Installment Due Date Principal Interest Charges Total Date 1 8/15/2017 $74,259.14 $2,255.81 $25.00 $76,539.95 2* 8/15/2017 $74,630.43 $1,884.52 $25.00 $76,539.95 3 9/15/2017 $75,003.59 $1,511.36 $25.00 $76,539.95 4 10/15/2017 $75,378.61 $1,136.34 $25.00 $76,539.95 5 11/15/2017 $75,755.50 $759.45 $25.00 $76,539.95 6 12/15/2017 1 $76,134.28 $380.67 $25.00 $76,539.95 * Following approval by the Board of Directors, the first and second installment payments will be due on August 15, 2017. Permittee acknowledges Permitee will be required to submit a total payment of$153,079.90 on or before August 15, 2017. 2. Permittee shall pay to District all other invoices issued by the District during the term of this Agreement in accordance with the provisions of District's Ordinance. 3. If any payment described in Paragraph 1 herein is not received by the District on or before the due date specified, or if any payment described in Paragraph 2 2 herein is not received by District in accordance with the provisions of District's Ordinance, the entire balance then owing shall become immediately due and payable and interest at the rate of ten percent (10%) per annum shall accrue on any such unpaid balance from the date of acceleration until the date that the balance due is fully paid to the District. 4. Permitee acknowledges that the failure to pay current invoices, or failure to pay any installment in accordance with the schedule set forth in Paragraph 1 herein, may be grounds for suspension of any industrial wastewater discharge permit issued to Permitee by District, and shall additionally be deemed a breach of this Agreement, thereby giving rise to all legal remedies available to District. Permitee agrees that by executing this Settlement Agreement, Permitee waives the right to an administrative hearing for non-payment of invoices or any other means to challenge the amount owed, and further agrees that failure to pay District in accordance with the terms of this Agreement will result in immediate permit suspension until such time as the all outstanding amounts owed are current. 5. In consideration of the foregoing, District agrees to refrain from instituting collection or permit suspension or revocation proceedings, which remedies are presently available to the District as a result of Permitee's current failure to pay Invoice Nos. 52996, 909924, 910080, 530302, 530620, 53274, 53273, 53272, 530942, 53796 and 53875. This provision to refrain from instituting such proceedings shall be effective with regard only to Invoice Nos. 52996, 909924, 910080, 530302, 530620, 53274, 53273, 53272, 530942, 53796, and 53875 only for so long as Permitee remains in compliance with the terms of this Agreement. 6. Should any litigation be commenced between the District and Permitee regarding enforcement of this Agreement, or the rights and any duties of the parties in relation thereto, the prevailing party in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its 3 attorney fees and costs in the litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose. 7. Nothing in this Agreement shall affect Permitee's obligation to pay current and/or future charges for use of District's sewerage system or Permitee's obligation to comply with all other conditions and requirements of its industrial wastewater discharge permit and the District's Ordinance. 8. Nothing herein shall affect the District's right to enforce all requirements and conditions of the District's Ordinance. 9. This Agreement is made only for the benefit of the parties hereto. It is not intended that any right under this Agreement shall accrue to any third person. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above. Orange County Sanitation District BY: Gregory C. Sebourn, PLS Board Chair Attest: Aseptic Technology LLC BY: Clerk of the Board Noel Calma 4 STEERING COMMITTEE Meeting Date Ta Bd.of Dir. 07/26/17 07/26/17 AGENDA REPORT emNumber hem Number 2 Ifi Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Robert P. Ghirelli, Assistant General Manager SUBJECT: TITLE XVI BUREAU OF RECLAMATION FUNDING OPPORTUNITY FOR (SP-173) THE EFFLUENT REUSE STUDY PROJECTS GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 17-12 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District approving and authorizing the application for the Title XVI Water Recycling Projects underthe Water Infrastructure Improvements for the Nation (WIIN) Act Effluent Reuse Feasibility Studies Program Grant funds and the execution of grant documents with the United States Department of the Interior, Bureau of Reclamation." BACKGROUND The Orange County Sanitation District(Sanitation District)received a $450,000 grant from the 2015 WaterSMART: Title XVI Feasibility Studies Program. The grant helped to fund a $2 million effluent reuse study that identified projects necessary to expand the Groundwater Replenishment System (GWRS). The GWRS is a water recycling project jointly sponsored by the Sanitation District and the Orange County Water District(OCWD) that supplements existing water supplies by providing a new, reliable, high-quality source of water to recharge the Orange County Groundwater Basin and to protect it from seawater intrusion. Since the Sanitation District received a grant from the 2015 WaterSMART: Title XVI Feasibility Studies Program, the Sanitation District was identified by the Bureau of Reclamation (Bureau) as a candidate to apply for grant funds under the Title XVI Water Recycling Projects under the WIIN Act. The Sanitation District is in the process of applying for the grant funds. The Bureau identified 37 agencies (of which the Sanitation District is one)to apply for the grant funds. Part of the application process is to submit a resolution approving and authorizing the grant application. RELEVANT STANDARDS • Support OCWD expansion of GWRS • Use all practical and effective means for recovering wastewater for reuse Page 1 of 2 PROBLEM Due to the regulations laid out by the Bureau, we must submit a resolution with our application; otherwise, it will become null and void and we will have lost the opportunity to receive funding for the final expansion of the GWRS. PROPOSED SOLUTION Approve the resolution naming the Sanitation District as a strategic partner in the expansion of the GWRS and the completion of the projects named in the effluent reuse study. TIMING CONCERNS The grant application is due to the Bureau of Reclamation on August 17, 2017. According to the rules and regulations set forth by the Bureau, an approved/signed resolution must be submitted with the grant proposal. RAMIFICATIONS OF NOT TAKING ACTION Our application for the grant would not be accepted and we would not get the funding to offset the costs of the GWRS expansion. PRIOR COMMITTEE/BOARD ACTIONS March 2015 - The Board of Directors approved Resolution No. OCSD 15-08 approving and authorizing the application for the WaterSMART: Title XVI Feasibility Studies Program grant funds. ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)is attached in hard copy and may also be viewed on-line at the OCSD website (mm w.ocsd.com) with the complete agenda package: Resolution No. OCSD 17-12 Page 2 d 2 RESOLUTION NO. OCSD 17-12 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT APPROVING AND AUTHORIZING THE APPLICATION FOR THE TITLE XVI WATER RECYCLING PROJECTS UNDER THE WATER INFRASTRUCTURE IMPROVEMENTS FOR THE NATION (WIIN) ACT EFFLUENT REUSE FEASIBILITY STUDIES PROGRAM GRANT FUNDS AND THE EXECUTION OF GRANT DOCUMENTS WITH THE UNITED STATES DEPARTMENT OF THE INTERIOR, BUREAU OF RECLAMATION WHEREAS, the Orange County Sanitation District (Sanitation District) Board of Directors approved a five-year Strategic Plan in November 2013 establishing future water recycling as a strategic goal; and WHEREAS, in furtherance of the Strategic Plan, the Sanitation District conducted an Effluent Reuse Study (SP-173) to assess the feasibility of water recycling at Plant No. 2 and to evaluate options to improve the region's local water supply reliability by substituting recycled water for existing potable water demands; and WHEREAS, the U.S. Department of the Interior, Bureau of Reclamation, has announced grant funding through a program entitled "Title XVI Water Recycling Projects Under WIIN Act" ("Grant")established under Title XVI of Public Law No. 114-322 to assist in identifying and investigating opportunities to reclaim and reuse wastewater and promote the availability of new sources of clean water while promoting water and energy efficiency and environmental stewardship; and WHEREAS, this resolution certifies the Board of Directors' approval of the Sanitation District's application for the Grant. NOW, THEREFORE, the Board of Directors of Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE, AND ORDER: Section 1: The Board of Directors hereby approves the Sanitation District's application for a Grant to the United States Department of the Interior, Bureau of Reclamation, for Fiscal Year 2017-2018 to support projects identified by the SP-173 Effluent Reuse Study, support water reclamation and reuse, and promote water efficiency, sustainable water management, and environmental stewardship. Section 2: The Board of Directors authorizes the General Manager or his designee to submit an application for the Grant and to negotiate and execute any documents related to this Grant, including a grant application and cooperative agreement, to accept financial assistance from the U.S. Department of the Interior, Bureau of Reclamation. OCSD 17-12-1 Section 3. If the application for the Grant is approved, the Sanitation District has the capability to provide matching grant funds and/or in-kind contributions specified in the grant requirements. Section 4. The Sanitation District will work with the U.S. Department of the Interior, Bureau of Reclamation, to meet established deadlines for entering into a cooperative agreement. PASSED AND ADOPTED at a regular meeting of the Board of Directors held July 26, 2017. Gregory C. Sebourn, PLS Chairman of the Board ATTEST: Kelly A. Lore, CIVIC Clerk of the Board OCSD 17-12-2 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Acting Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 17-12 was passed and adopted at a regular meeting of said Board on the 26'^ day of July 2017, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 261h day of July 2017. Kelly A. Lore, CIVIC Clerk of the Board of Directors Orange County Sanitation District OCSD 17-12-3 STEERING COMMITTEE Meeting Date Ta Bd.of Dir. 07/26/17 07/26/17 AGENDA REPORT emNumber Item Number 3 17 Orange County Sanitation District FROM: James D. Herberg, General Manager SUBJECT: ORANGE COUNTY SANITATION DISTRICT RESPONSE TO GRAND JURY REPORT GENERAL MANAGER'S RECOMMENDATION A. Approve the Orange County Sanitation District response to the Orange County Grand Jury Report entitled, "Pension Enhancements: A Question of Government Code Compliance" published May 17, 2017; and B. Adopt Resolution No. OCSD 17-13 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District establishing a procedure to ensure compliance with Government Code section 7507 transparency requirements." BACKGROUND On May 17, 2017, the Orange County Grand Jury published a report which questioned whether the Orange County Sanitation District (Sanitation District) complied with all statutory transparency requirements when it authorized pension benefit enhancements ultimately adopted by the Orange County Employees Retirement System (OCERS) Board in 2005. (1) The Sanitation District believes it complied with all operative statutory pension- related procedural requirements when it authorized pension enhancements. In 2002, the Sanitation District obtained an actuary to prepare a statement of the costs to change its pension benefits and responsibly considerthe financial impact priorto entering into the MOUs with its employee bargaining units. The Sanitation District has been unable to locate any documents to show that the Sanitation District made its actuarial report public two weeks prior to the meeting when the Sanitation District authorized the MOUs. At the time the MOUs were executed, the initial authorization of the pension benefit enhancements was preliminary, and adoption of the enhancements depended upon reaching a contractual agreement with OCERS to provide the new benefit formula, including any revised contribution rates. In 2005, OCERS obtained an independent actuarial study of the costs of the District's pension benefit enhancements to determine appropriate contribution rates. OCERS published the actuarial report and held a public meeting at which the increased costs were listed as a regular agenda item during a meeting of its Board of Retirement. Page 1 d 3 RELEVANT STANDARDS • California Government Code section 7507 • Penal Code Sections 933 and 933.05 • Ensure transparency and compliance with statutory requirements PROBLEM Penal Code sections 933 and 933.05 require the Sanitation District's Board of Directors to respond to the Grand Jury Report by providing comments to the Presiding Judge of the Superior Court on the findings and recommendations pertaining to matters under the control of the Sanitation District's Board of Directors. California Penal Code section 933.05 details the manner of the response in which such comments are to be made. PROPOSED SOLUTION A response to the Grand Jury Report finding and recommendation prepared by General Counsel is attached for review by the Sanitation District's Board of Directors. In its report, the Grand Jury recommended the Sanitation District "implement procedures that ensure compliance with all transparency requirements including those relating to the approval of pension enhancements:' Adopting Resolution No. OCSD 17-13 will further implement transparency measures consistent with the District's response and will specifically ensure that the District provides two weeks' notice of its intent to approve an MOU that contains changes in retirement benefits. Resolution No. OCSD 17-13 is attached for review by the Sanitation District's Board of Directors. TIMING CONCERNS Penal Code section 933 requires the Sanitation District's Board of Directors to respond to the Grand Jury Report within 90 days of the date it is published. The Grand Jury published this report May 17, 2017. A response is due to the Presiding Judge of the Superior Court no later than August 15, 2017. RAMIFICATIONS OF NOT TAKING ACTION The Grand Jury can bring a civil action fora Writ of Mandate against the Sanitation District to compel the Sanitation District to perform its legally required duty to respond. The Grand Jury may also seek attorneys' fees in such an action. PRIOR COMMITTEE/BOARD ACTIONS N/A Page 2 of 3 ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (mmocsd.com) with the complete agenda package: • Response letter to the Orange County Grand Jury Report (Attachments 'W- D" listed in the response letter are available online only) • Resolution No. OCSD 17-13 Page 3 of 3 The Honorable Charles Margines Presiding Judge Orange County Superior Court 700 Civic Center Drive West Santa Ana,CA 92701 Dear Presiding Judge Margins: The Orange County Sanitation District (the"District")has received the Orange County Grand Jury Report entitled"Pension Enhancements: A Question of Govemment Code Compliance." In summary,the District responds as follows: 1. The District has been unable to locate any documentation confirming that the District's actuarial report was made public two weeks before the District approved MOUs,with enhanced retirement benefits, in 2003. 2. Assuming that the District failed to make its actuarial report public two weeks before the District approved MOUs in 2003, it is unclear whether that would have violated Government Code Section 7507. Under applicable law,the Orange County Employees Retirement System("OCERS"),not the District, has the authority to adopt changes in retirement benefits. Thus, it appears that the two-week notice requirement does not apply to the District. 3. The District wholeheartedly supports transparency in government, and especially when it comes to the expenditure of taxpayer and ratepayer funds. Thus,the District Board of Directors welcomes the attention that the Grand Jury has brought to this issue, and has adopted the attached Resolution. Under the Resolution,the District will comply with the notice requirements of Government Code Section 7507 regardless of whether those requirements are deemed to apply to the District. Response The District responds in detail to the Grand Jury's findings and recommendations as follows: Findings F.2 The Sanitation District did not provide documentary evidence that the operative code requirements were met by the Sanitation District Board of Directors when they approved 2.5%at 55 pension formula for sanitation workers in 2004. District Response: The District wholly disagrees with this finding. 1257827.1 The Honorable Charles Margines Page 2 Add date of letter Facts The District began considering an increased retirement benefit during labor negotiations in 2002. The District retained an actuary to estimate the cost of increasing the benefit formula from approximately 2% at 57 or 611 to 2.5% at 55.2 The actuarial report was completed on October 21, 2002. The District ultimately reached agreement on MOUs with the District's bargaining units in 2003. The MOUs included, among other things, a commitment by the District to seek a contract with OCERS that would increase the retirement benefit formula to 2.5% at 55.s On November 19,2003, at a regular meeting,the District Board of Directors authorized the General Manager to enter into the MOUs.4 Throughout 2004 and into 2005 the District discussed with OCERS a contract amendment that would implement the enhanced benefit formula and establish the required contribution rates. At the conclusion of these discussions, the OCERS Board adopted the increased benefit formula and contribution rates at a regular,public meeting on March 28, 2005. The OCERS Board had before them an actuarial study that calculated contribution rates for an increased pension benefit of 2.5%at 55.5 Response The District has been unable to locate any documents to show that the District made the actuarial report public at a public meeting two weeks prior to the meeting of November 19, 2003,when the District approved the MOUs. The District,therefore, could not, and did not,provide any such documents to the Grand Jury. The Grand Jury's finding,however,makes an assumption that may not be correct. The finding assumes that the District, in approving the MOUs, "adopted"the increased 1 Prior to the pension benefit enhancement adopted in 2005,the District utilized a fiered system in which both the District and its employees made contributions to OCERS.At retirement,employees received a monthly allowance based on their age,average monthly compensation during service,years of service,and tier selected.Tier I employees were hired on or before September 20, 1979,and Tier It employees were hired after that date.The average monthly compensation for Tier I employees was determined by taking the sum of the highest consecutive 12 months of compensation eamable and dividing by 12.The average monthly compensation for Tier It employees was determined by taking the sum of the highest consecutive 36 months of compensation eamable and dividing by 36.Although the tiered benefit structure did not use a percentage"measurement"to describe the structure,the resulting monthly compensation was approximately 2%at 57 for Tier I employees and 2%at 61 for Tier U employees. 2 The District provided a copy of the actuarial study,attached hereto as Attachment`B",to the Grand Jury. a Copies of the MOUs provided to the Grand Jury are attached here as Attachment"D." 4 The Board approved the MOUs in 2003,not 2004 as assumed in the Grand Jury request. Copies of all agendas and minutes from District Board of Directors meetings held in 2004 are attached hereto as Attachment"A." 'The relevant portion of OCERS'published agenda,meeting minutes,and the memorandum reporting the actuarial study previously provided to the Grand Jury are attached hereto as Attachment"C." 1257827.1 The Honorable Charles Margines Page 3 Add date of letter benefits within the meaning of Government Code Section 7507("Section 7507").' Under another reading of Section 7507,however, it was OCERS,not the District, which "adopted"the increased benefits. Under this reading,the two-week notice requirement did not apply to the District's action in approving the MOUs. Prior to 2008, Government Code section 7507 stated as follows: The Legislature and local legislative bodies shall secure the services of an enrolled actuary to provide a statement of the actuarial impact upon future annual costs before authorizing increases in public retirement plan benefits.An"emolled actuary"means an actuary enrolled under subtitle C of Title III of the federal Employee Retirement Income Security Act of 1974 and"future annual costs" shall include,but not be limited to, annual dollar increases or the total dollar increases involved when available. The future annual costs as determined by the actuary shall be made public at a public meeting at least two weeks prior to the adoption of any increases in public retirement plan benefits. The notice requirement is set forth entirely in the second paragraph of Section 7507. The paragraph states that the actuarial report"shall be made public at a public meeting"at least two weeks "prior to adoption." The Grand Jury finding assumes that the notice requirement applies to the"local legislative bodies"referenced in the first paragraph. That interpretation,however,appears to be inconsistent with the County Employees Retirement Law of 1937 ("CERL")' and relevant case law. Under the CERL,it is OCERS,not the District,which has final authority to adopt changes in retirement benefits.' The District's role is limited to negotiating and approving MOUs with its bargaining units.9 In the parlance of retirement benefit practice, agency employers like the District are considered"sponsors"of benefit changes. Sponsors must present retirement benefit changes to their retirement board—in this case, OCERS—for adoption. Unless and until OCERS adopts changes to retirement benefits, the District's approval of the MOUs has no effect. It follows that the two-week notice requirement does not apply to the District,because the District does not have the authority to "adopt'increases in retirement plan benefits. 6 While the Grand Jury Report cites a number of code sections,the only section that imposes any requirements on the District is Government Code section 7507. 'Gov.Code§31450 or seq. e Gov.Code,§§31520;Howard Jarvis Taxpayers'Assn. v. Board of Supervisors(1996)41 Cal.App.4th 1363, 1373 ("[tlhe Board of Retirement is vested with powers under CERL to manage the county's retirement system,including the responsibility of determining the amount of retirement allowance to which members are entitled)" 9 The process for negotiating and approving MOUs is set forth in the Meyers-Milias-Brown Act,Gov. Code§ 3500 et seq. 1257827.1 The Honorable Charles Margines Page 4 Add date of letter The California Supreme Court case Voters for Responsible Retirement v. Board of Supervisors of Trinity County(1994) 8 Cal.41h 765 supports this interpretation. In Voters for Responsible Retirement,a County Board of Supervisors approved an MOU in November of 1991. The MOU set forth an enhanced retirement benefit formula. In order to implement the changes described in the MOU, the County sought, and obtained, a contract amendment with the County's retirement system,the Public Employees Retirement System. The Supreme Court held that the County did not"adopt"the enhanced retirement benefits within the meaning of the PERS law or Section 7507 when the County approved the MOUs in 199 1.10 Rather, the benefit changes were not "adopted"until later, after PERS had considered and approved the enhanced retirement formula and the contribution rates.p The same reasoning appears to apply here. Recommendations R.2 The Sanitation District should implement procedures that ensure compliance with all transparency requirements including those relating to the approval ofpemion enhancements. District Response: The District agrees with this recommendation. To that end,the District adopted a Resolution at its meeting on July 26,2017 setting forth requirements identical to those contained in Section 7507. Attached hereto as Attachment"E"is Resolution No. OCSD 17-13 adopted by the Board on July 26, 2017. The Resolution requires the District to provide two weeks' notice of any changes in retirement plan benefits. Additional Information The Grand Jury Report describes, in a complementary manner, actions taken by the County Board of Supervisors to reduce pension benefits pursuant to the 2012 California Public Employees' Pension Reform Act(`PEPRA"). This acknowledgment is well deserved. The District would like to point out that the District has also played a significant leadership role in pension reform in Orange County. In fact,the District lowered pension costs in 2010 by adopting a two-tier retirement system—a full three years before PEPRA (AB 340)took effect. Then, in 2011,the District's Board of Directors successfully negotiated with employees to reduce pension benefit rates for new hires to 1.667% at 57.5. This is lower than the 2.5%at 67 maximum benefit ratio established in 2013 by PEPRA. 10 Voters for Responsible Retirement v.Board of Supervisors of Trinity County(1994)8 Cal.40 765,785. "Ibid.(`4he PERS statutes. ..required that the County not ultimately commit itself to amendment of the PERS contract at the time of adoption of the MOU's,but undertake additional procedures dictated by those statutes"). 1257827.1 The Honorable Charles Margines Page 5 Add date of letter The Grand Jury also expressed concern regarding the County's Unfunded Actuarial Accrued Liability("UAAL"). The District would like the Grand Jury to know that the District has aggressively reduced its UAAL through additional payments. In 2013,the District had an UAAL of close to $200 million. Although OCERS developed a long-term funding plan to allow agencies to pay these liabilities over a period of 20 to 30 years, the District paid its UAAL entirely in three years,thereby saving tens of millions of dollars in additional payments. Most recently,in January 2017,the District's Board of Directors adopted Resolution No. OCSD 17-01 which authorized the General Manager to enter into an MOU with OCERS to fully eliminate its existing unfunded pension liability and save tens of millions of dollars in premium payments. Finally, it bears noting that, in 2011,the District Board of Director's passed Resolution No. OCSD 11-22 to require all final action on compensation for represented employees take place in open session meetings. This requirement exceeds State law transparency requirements in that,under the Brown Act,votes on compensation for represented employees can be taken in closed session. This Resolution further demonstrates the District's commitment to transparency. If you have any further questions,please do not hesitate to contact me at(714) 593-7110. Sincerely, Gregory C. Seboum, PLS Board Chairman Orange County Sanitation District 1257827.1 RESOLUTION NO. OCSD 17-13 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT ESTABLISHING A PROCEDURE TO ENSURE COMPLIANCE WITH GOVERNMENT CODE SECTION 7507 TRANSPARENCY REQUIREMENTS WHEREAS, California Government Code section 7507 requires the local legislative bodies to take measures to determine and make public certain information pertaining to cost when considering changes in retirement benefits or other postemployment benefits; and WHEREAS, the Orange County Sanitation District('District')aspires to the highest degree of integrity, honesty, trust, and respect in its interaction with its customers and the community; and WHEREAS, in order to maximize transparency and opportunities for public participation, the Board of Directors desires to establish a procedure to ensure compliance with the transparency requirements provided in Government Code section 7507. NOW, THEREFORE, the Board of Directors of the Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINE AND ORDER: Section 1. The District, should it consider changes in retirement benefits or other postemployment benefits, shall do the following: (a) Secure the services of an actuary as defined in California Government Code section 7507 to provide a statement of the actuarial impact upon future annual costs, including normal cost and any additional accrued liability, before authorizing changes in public retirement plan benefits orother postemployment benefits. (b) Ensure the statement of actuarial impact shall then be made public at a noticed public meeting at least two weeks prior to the consideration of a Memorandum 1255677.1 OCSD 17-13-1 of Understanding through which the Board would authorize any changes in public retirement plan benefits or other postemployment benefits. (c) Require an actuary to be present to provide information as needed at the public meeting at which the authorization of a benefit change shall be considered. (d) Prohibit the adoption of any benefit to which this Resolution applies from placement on a consent calendar. (e) Upon the adoption of any benefit change to which this Resolution applies, require the General Manager to acknowledge in writing that he or she understands the current and future cost of a benefit change as determined by the actuary. The requirements of this Resolution shall not apply to: i. An annual increase in a premium that does not exceed three percent (3%) under a contract of insurance. ii. A change in postemployment benefits, other than pension benefits, mandated by the state or federal government or made by an insurance carrier in connection with the renewal of a contract of insurance. Section 2. The Clerk of the Board shall certify to the adoption of this Resolution. PASSED AND ADOPTED at a regular meeting of the Board of Directors held July 26, 2017. Gregory C. Sebourn, PLS Board Chairman ATTEST: Kelly A. Lore, CMC Clerk of the Board 1255677.1 OCSD 17-13-2 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 17-13 was passed and adopted at a regular meeting of said Board on the 26th day of July 2017, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 26th day of July 2017. Kelly A. Lore, CIVIC Clerk of the Board of Directors Orange County Sanitation District 1255677.1 OCSD 17-13-3 STEERING COMMITTEE Meeting Date TOBd.of Dir. 07/26/17 07/26/17 AGENDA REPORT emNamber Item Number 4 IB Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Director of Engineering SUBJECT: APPRAISAL TO ACQUIRE REAL PROPERTY GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to enter into an agreement with George, Hamilton, Jones, Inc. Real Estate Appraisers&Consultants to conduct an appraisal of real property located at 18429 Pacific Street, 1 841 0-1 8436 Bandilier Circle, and 18368-18375 Bandilier Circle to prepare the Orange County Sanitation District to initiate negotiations to acquire the same property in compliance with Government Code section 7267.1. BACKGROUND The Orange County Sanitation District (Sanitation District) is seeking real property to relocate non-process buildings and structures to address a future shortage of space for process facilities at Plant No. 1. To maximize the space available at Plant No. 1 for process facilities, the Sanitation District purchased property earlier this year and seeks to acquire additional property in the area between Ellis Avenue and the 1-405 Freeway between the Euclid Avenue off-ramp and Ward Street. Prior to initiating condemnation proceedings, Government Code section 7267.1(a) requires the Sanitation District to make every reasonable effort to acquire real property by negotiation. Government Code section 7267.1(b) requires real property to be appraised before the initiation of any such negotiation. General Counsel has recommended the proposed firm as they have previous experience working with the Sanitation District. RELEVANT STANDARDS • California Government Code section 7260 at seq. • Maintain collaborative and cooperative relationships with neighboring agencies • Provide a safe and collegial workplace PROBLEM The Sanitation District is anticipating a future shortage of space for process facilities if the non-process buildings and structures are constructed on-site. For this reason, the Sanitation District must relocate its non-process facilities. To acquire appropriate real property for those buildings, the Sanitation District may be required to initiate condemnation proceedings. Page 1 of 3 PROPOSED SOLUTION Retain an appraiser to conduct an appraisal and establish an amount which it believes to be just compensation for the real property located at 18429 Pacific Street, 18410-18436 Bandilier Circle, and 18368-18375 Bandilier Circle to initiate negotiations required by Government Code section 7267.1. TIMING CONCERNS There are a number of timing concerns associated with this project: • Acquiring additional property now would allow the relocation of non-process facilities and a parking structure to be sited on the new property. • Should it become necessary, condemnation proceedings may require several months to complete. Retaining an appraiser now will allow the Sanitation District to negotiate and prepare for any additional action required. • As the City of Fountain Valley Crossings Plan moves forward, the opportunity to acquire property in this area may diminish. • As the 1405 widening project relocates the main entry to Plant No. 1, parking for the Administration Building will be lost. • The Sanitation District is behind on their schedule commitment to City of Fountain Valley for Americans with Disabilities Act compliance. • Deferred maintenance on the current buildings may need to be completed if the project does not move forward in a timely manner. • Cost escalation is significant for the Headquarters Complex project. RAMIFICATIONS OF NOT TAKING ACTION N/A PRIOR COMMITTEE/BOARD ACTIONS November 2016 - Authorized the General Manager and General Counsel to approve escrow documents for the purchase of the Bender Property at 18475 Pacific Street and 18484 Bandilier Circle. October 2016 - Approved a Standard Offer, Agreement, and Escrow Instructions For Purchase of Real Estate with Bender Properties for the property at 18475 Pacific Street and 18484 Bandilier Circle for $10,619,180, and approved AIR Commercial Real Estate Association Standard Industrial/Commercial Single-Tenant Lease. July 2016 - Approved Broker Representation Agreement with Cushman & Wakefield to give exclusive authority to represent the Sanitation District, at no cost , for the investigation and potential negotiation to acquire existing office building and/or land for a new Administration Building in an area near Plant No.1. June 2016-Approved agreements forthe CEQA study and Architectural and Engineering design services. Page 2 of 3 October 2015 - Designated the southwest corner of Plant No. 1 as the location for the Headquarters Complex as the preferred alternative for CEQA evaluation under the Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128. June 2015 - Established new project and budget for Headquarters Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128. June 2014 - Approved a Professional Design Services Agreement with HDR to provide engineering design services for Administrative Facilities Implementation Planning, Project No. SP-194. 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. May 2012 - Authorized GM to negotiate a Professional Services Agreement for Administrative Facilities Master Plan. CEQA An evaluation of the environmental impacts per the California Environmental Quality Act for the Headquarter Complex, Site and Security, and Entrance Realignment Program, Project No. P1-128 is currently being conducted. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted and the funds are sufficient. (FY 2017-18 Update, Appendix, Page A-9, Project No. P1-128). ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 3 d 3 ►` WOODRUFF,.SPRADLIN&SMART CLOSED SESSION 1 555 ANTON BOULEVARD, BUITC1200 C.sIA MNSA, CA 92626-7670 (714)556-0000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: July 19,2017 RE: Closed Session Items The Board of Directors desires to hold a closed session on July 26, 2017 for the purpose of conferring with its legal counsel regarding a potential eminent domain action. Based on existing facts and circumstances, the Committee is deciding whether to initiate litigation against another party. The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(4). The facts and circumstances are as follows. The Board may consider filing an eminent domain action against Sukut Real Properties LLC for the properties 18429 Pacific St. Fountain Valley,CA,APB No. 156-163-09: 18410 Bandilier Cit. Fountain Valley, CA,APN No. 156-163-10: and 18368 Bandilier Cir. Fountain Valley, CA, APN No. 156-163-11. Respectfully submitted, By Bradl R.Hogin, eneral Counsel 1114541.1 WOODRUFF SPRADLIN&SMART CLOSED SESSION 2 • A P . . . . , . . 555 ANION BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)556-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: July 19,2017 RE: Closed Session Items The Board of Directors will hold a closed session on July 26, 2017 for the purpose of conferring with its negotiators regarding the purchase of real property. The negotiating parties and properties are as follows: Valley Business Park,APN Nos. 156-165-05, 156-165-06, 156-163-07; DK-USA LLC, APN No.156-165-04; Fountain Valley Industrial Parcel 13,APN No.156-165-08; Sukut Real Properties LLC, APN Nos. 156-163-09, 156-163-10, 156-163-11; The his Trust Shabtai,Nevon, APN No. 156-163-16; The Ins Trust, APN No. 156-154-07; K&A Investments LP,APN No. 156-154-08;Fountain Valley Star LLC,APN No. 156-154-06; TN Sheet Metal Inc., APN No. 156-163-12; 18401 Bandilier LLC,APN No. 156-163-13;Phone Lilly Lin-Lin TR,APN No. 156-154-05; JDK Partners, APN No. 156-163-14; Chandler Real Properties, APN No. 156- 163-15; Ellis Avenue LLC, APN No. 156-154-04; and SFII Fountain Valley LLC,APN No. 156- 151-03; 7311 Doig Drive Garden Grove,CA,APN No. 131-654-20. The District's negotiators are Jim Herberg, Rob Thompson,Kathy Millea and Jeff Mohr, Wendy Sevenandt, Kevin Turner and John Gallivan, Cushman and Wakefield. Said closed session will be held pursuant to authority of California Government Code Section 54956.8. Respectfully submitted, By. /f BradleY R. Hogin, Vieneral Counsel 11921611 •T WooDRDFF,.SPRADLIN&SMART 555 ANTON BOULEVARD, BUTTE 1200 CLOSED SESSION 3 COSTA MN9A, CA 92626-7670 (714)556-0000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: July 19,2017 RE: Closed Session Items The Board of Directors desires to hold a closed session on July 26, 2017 for the purpose of conferring with its legal counsel regarding existing litigation to which the District is a party. The title of the case is City of Los Angeles, et al. v. County of Kern, Tulare County Superior Court, Case No. 242057. The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(1). Respectfully submitted, By Bradle . Hogin, (}eneral Counsel 1179357.1 ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary Glossary of Terms and Abbreviations AQMD Air Quality Management District ASCE American Society of Civil Engineers BOD Biochemical Oxygen Demand CARS California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CIP Capital Improvement Program CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA US Environmental Protection Agency FOG Fats, Oils, and Grease gpd gallons per day GWRS Groundwater Replenishment System ICS Incident Command System IERP Integrated Emergency Response Plan LOS Level Of Service MGD Million Gallons Per Day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O & M Operations & Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District OOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration PCSA Professional Consultant/Construction Services Agreement PDSA Professional Design Services Agreement POTW Publicly Owned Treatment Works ppm parts per million PSA Professional Services Agreement RFP Request For Proposal RWQCB Regional Water Quality Control Board Glossary of Terms and Abbreviations SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Interceptor SARWQCB Santa Ana Regional Water Quality Control Board SAW PA Santa Ana Watershed Project Authority SCADA Supervisory Control And Data Acquisition SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SRF Clean Water State Revolving Fund SSMP Sewer System Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation W ERF Water Environment & Reuse Foundation WIFIA Water Infrastructure Finance and Innovation Act WIIN Water Infrastructure Improvements for the Nation Act W RDA Water Resources Development Act Activated sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater. Benthos —The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also known as the benthic zone. Biochemical Oxygen Demand (BOD) — The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water. Biogas—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used as a fuel. Biosolids—Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farmland or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Glossary of Terms and Abbreviations Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere, used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. Collections system— In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. Certificate of Participation (COP)—A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (DIT) — The dilution at which the majority of people detect the odor becomes the D/T for that air sample. Greenhouse Gases (GHG) — In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect'). Groundwater Replenishment System (GWRS) — A joint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons per day of drinking quality water to replenish the local groundwater supply. Levels Of Service (LOS) — Goals to support environmental and public expectations for performance. N-Nitrosodimethylamine (NDMA) — A N-nitrosamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP)—An alliance of the National Association of Clean Water Agencies and Water Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume — A visible or measurable concentration of discharge from a stationary source or fixed facility. Glossary of Terms and Abbreviations Publicly Owned Treatment Works (POTW) —A municipal wastewater treatment plant. Santa Ana River Interceptor(SARI) Line —A regional brine line designed to convey 30 million gallons per day of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. Sanitary sewer—Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban runoff. South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. Secondary treatment — Biological wastewater treatment, particularly the activated sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. Sludge—Untreated solid material created by the treatment of wastewater. Total Suspended Solids (TSS)—The amount of solids floating and in suspension in wastewater. Trickling filter — A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. Urban runoff—Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. Wastewater—Any water that enters the sanitary sewer. Watershed—A land area from which water drains to a particular water body. The Orange County Sanitation District's service area is in the Santa Ana River Watershed.