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Home My WebLink About12-18-2013 Board Agenda Packet Orange County Sanitation District Wednesday, December 18, 2013 Regular Meeting of the 6:30 P.M. Board of Directors Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7130 AGENDA INVOCATION AND PLEDGE OF ALLEGIANCE: (Theresa Smith, City of Orange) ROLL CALL & DECLARATION OF QUORUM: PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form (located at the table outside of the Board Room) and give it to the Clerk of the Board. Speakers are requested to limit comments to three minutes. REPORTS: The Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Directors. These reports are for information only and require no action by the Directors. ELECTION: 1. Consider nominations and conduct an election for the position of Vice Chair of the Board of Directors in accordance with Resolution No. OCSD-10-06. CLAIMS: DIRECTORS., Pursuant to Government Code Section 84308, you are required to disclose any campaign contribution greater than $250 received in the past twelve months from any party seeking a contract with OCSD. This requires that you identify the contributor by name. Further, you may not participate in the decision making process to award a contract to such party. For reference, you are directed to the Register of Warrants as to all current contractors vendors with OCSD. For the specifics of Government Code Section 84308,please see your Director's Handbook or call the office of General Counsel. 2. Ratify payment of claims of the District, by roll call vote, as follows: Claims Paid for the Period Ending: 11/15/13 11/30/13 Totals $10,060,352.84 $9,406,643.31 1211 BI13 OCSD Board of Directors Agenda Page 1 of 5 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 Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 3. Approve minutes for the Regular Board Meeting held on November 20, 2013. 4. Approve the calendar of meeting dates for the 2014 calendar year for meetings of the Board of Directors and the following standing Committees: Steering, Operations, and Administration. 5. Approve Amendment No. 2 to the Reimbursement Agreement with the City of Fullerton for Newhope-Placentia & Cypress Trunk Replacements, Project No. 2-65. STEERING COMMITTEE: 6. Approve minutes for the Steering Committee Meeting held on November 20, 2013. 7. Approve out-of-country travel for Orange County Sanitation District Board of Directors Chair, Troy Edgar to attend the International Water Summit (IWS) in Abu Dhabi, U.A.E from January 20 - January 22, 2014 with lodging and airline costs to be reimbursed by Masdar, the host of the International Water Summit. OPERATIONS COMMITTEE: 8. Approve Minutes of December 4, 2013, Operations Committee meeting. 9. A. Approve a Professional Services Agreement to provide on-call Materials Testing, Inspection, and other Geotechnical Testing Services for Collection System and Treatment Plant projects, PSA2013-001, effective January 1, 2014 through June 30, 2016, for an amount not to exceed $200,000 with AMEC Environment & Infrastructure, Inc.; and B. Approve the termination of the Professional Services Agreement with URS/Signet Testing Labs, Inc. 10. Ratify Amendment No. 2 to SA-11 Wintersburg Channel Siphon Vent Replacement, Project No. FR11-017, with Tharsos Inc. authorizing an addition of $91,268 (62.5%) and an additional 199 days, increasing the total Contract amount to $245,281, and extending the Contract completion date to January 31, 2014. 1211 BI13 OCSD Board of Directors Agenda Page 2 of 5 11. A. Approve Professional Services Agreements with: ARCADIS U.S., Inc. (PLAN2013-01); Black & Veatch Corporation (PLAN2013-02); Brown and Caldwell (PLAN2013-03); CH2MHILL Engineers, Inc. (PLAN2013-04); and Tetra Tech, Inc. (PLAN2013-05), to provide planning studies on a task order basis for a three-year term, for an amount not to exceed $1,000,000 per contract; and B. Authorize the General Manager to assign task orders throughout the contract duration in accordance with the Purchasing Resolution No. OCSD 07-04; and C. Approve exception to Resolution No. OCSD 07-04, Section 4.03, authorizing the General Manager to select one of the five firms for a particular task order valued at $100,000 or less, without having to solicit proposals from multiple firms. 12. A. Approve Amendment No. 1 to Service ContracttPurchase Order#104901- OB with Pure Air Filtration, LLC for Plant 2 Trickling Filters Carbon Change Out [replacement], Specification No. S-2013-580 for an additional $474,800 for the purchase of up to (4) four additional replacements (including carbon media, materials storage fee, freight, tax, and one-time project oversight cost) for a new total purchase order amount not to exceed $710,000; and B. Approve a contingency of$71,000 (10%). 13. A. Approve a sole source Contract to Pumpaction Solids Handling, for the purchase and installation of four hydraulic power units (HPU), for an amount not to exceed $707,200, and B. Approve a contingency of$70,720 (10%). ADMINISTRATION COMMITTEE: 14. Approve Minutes of the December 11, 2013 Administration Committee Meeting. LEGISLATIVE AND PUBLIC AFFAIRS SPECIAL COMMITTEE: 15. Receive and file the minutes of the December 9, 2013 meeting of the Legislative and Public Affairs Special Committee. 121&13 OCSD Board of Directors Agenda Page 3 of 5 CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chair may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters, pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a) purchase and sale of real property, (b) matters of pending or potential litigation; (c) employment actions or negotiations with employee representatives; or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time as the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. Convene in closed session. (1) CONFERENCE WITH LEGAL COUNSEL RE. ANTICIPATED LITIGATION — LITIGATION THAT MAY BE FILED BY THE DISTRICT (Government Code Section 54956.9(d)(4)) One Case: SAW PA Enforcement Action / Cost Recovery Action (2) CONFERENCE WITH LEGAL COUNSEL RE. EXISTING LITIGATION (Government Code Section 54956.9(d)(1)) One Case: Case: Mladen Buntich v. Orange County Sanitation District, Riverside County Superior Court, Case No. RIC 1201005 (3) CONFERENCE WITH LABOR NEGOTIATORS (Government Code Section 54957.6) Agency Designated Representatives: James D. Herberg, General Manager, Jeff Reed, Director of Human Resources, and James D. Ruth, Chief Negotiator Employee Organizations: Supervisor Group and Professional Group 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: 12/18/13 OCSD Board of Directors Agenda Page 4 of 5 ADJOURNMENT: Adjourn the Board meeting until the next Regular Board Meeting on January 22, 2014, at 6:30 p.m. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714)593-7130 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Aoenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Made E.Ayala Clerk of the Board (714)593-7130 mavala(alocsd.com For any questions on the agenda,Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherbera(@,ocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rohirelli(aocsd.com Director of Engineering Nick Kanetis (714)593-7310 nkanetis(cDoosd.com Director of Facility Support Services Nick Aromas (714)593-7210 narhontes(olocsd.cem Director of Finance and Lorenzo Tyner (714)593-7550 ItvnentDocsd.com Administrative Services Director of Human Resources Jeff Reed (714)593-7144 ireed(cl ocsd.com Director of Operations&Maintenance Ed Tomes 714 593-7080 etorres ocsd.com 1211 BI13 OCSD Board of Directors Agenda Page 5 of 5 BOARD OF DIRECTORS Meedng Data To BA."ID" 121i8/13 AGENDA REPORT Item Item Nu Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Robert P. Ghirelli, Assistant General Manager SUBJECT: NOMINATION & ELECTION OF VICE CHAIR OF BOARD OF DIRECTORS GENERAL MANAGER'S RECOMMENDATION Consider nominations and conduct an election for the position of Vice Chair of the Board of Directors in accordance with Resolution No. OCSD-10-06. SUMMARY Former Vice Chair John Anderson resigned from the Board of Directors on November 207 2013. Resolution No. OCSD 10-06 requires the Board to consider nominations for a new Vice Chair and conduct an election at the next meeting of the Board. Resolution No. OCSD 10-06 provides in relevant part as follows: "Section I.G. Chairperson and Vice Chairperson of the Board. In the event the office of Vice Chairperson becomes vacant prior to the expiration of the regular term, nominations and the election of a Director to serve in that capacity shall be conducted at the next regular Board meeting. The person so elected shall serve the balance of the regularly-scheduled term unless sooner removed as a result of action by a majority of the Directors." General Counsel will preside over this election. PRIOR COMMITTEE/BOARD ACTIONS N/A ATTACHMENTS N/A Page 1 of 1 BOARD OF DIRECTORS Neethij Dare I T0.1 Dir. lz/ls/ts AGENDA REPORT em Number Item Numbe z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: PAYMENT OF CLAIMS OF THE ORANGE COUNTY SANITATION DISTRICT GENERAL MANAGER'S RECOMMENDATION Ratify Payment of Claims of the District by Roll Call Vote. CONFLICT OF INTEREST NOTIFICATION Pursuant to Government Code Section 84308, you are required to disclose any campaign contribution greater than $250 received in the past twelve months from any party to a contract involving the Orange County Sanitation District. Further, you may not participate in the decision making process to award a contract to such party. For reference, you are directed to the Register of Warrants as to all current contractors/vendors with the District. In general, you must disclose the basis of the conflict by identifying the name of the firm or individual who was the contributor. For the specifics of Government Code Section 84308, please see your Director's Handbook or call the office of General Counsel. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION See attached listing. ATTACHMENTS The following attachment(s) are attached in hard copy and may also be viewed on-line at the OCSD website(www.ocsd.com) with the complete agenda package: 1. Copies of Claims Paid reports from 11/01/13 — 11/15/13 and 11/16/13 — 11/30/13 Page 1 of 1 Return to Aaenda Report Claims Paid From 11/1113 to 11/15/13 Vendor Warrant No. Amount Description Amounts Payable Warrants AccuStandard 60411 $ 83.26 Laboratory Services&Supplies Aerotek 60412 1,628.10 PmfaWmial ServicesIrshr rery Services Ago IndustriesDBA So-Cal Sweeping 60656 980.00 Street Sweeping Services Air Liquids America Specialty GeeseLLC 60560 3,847.04 Laboratory Services&Supplies Air Liquids Industrial U.S.,LP 60392 34,591]0 Labomtory Services&Supplies Air Liquids Industrial U.S.,LP 60561 1,267.89 Laboratory Services&Supplies Airgas Safety,Inc. 1392 4,711.57 Safety,Security,Health Equipment,Supplies,and Services Airgas Safety,Inc. 1407 61164.89 Safety,Security,Health Equipment,Supplies,and Services Airgas USA,LLC 1393 714.81 Labomtory Services&Supplies Airgas USA,LLC 1408 57]2 Laboratory Services Supplies Alhambra Foundry Co.,Ltd. 60562 3,667.68 Repair&Maintenance Services and/or Supplies American Solutions for Business 60564 972.00 Office Supplies American Tminco,Inc. 60413 2,970.00 Training Registration Ameron lntemational 60414 2,402.59 Repair&Maintenance Services and/or Supplies Ann H.Brandvoid 60681 1,017.66 Meefinglhaining Expense Reimbursement Applied Industrial Technology 60565 618.84 Repair&Maintenance Services and/or Supplies Archie Ivy,Inc. 60416 4,785.00 Repair&Maintenance Services and/or Supplies Argus-Hazco 60566 4,027.98 Repair&Maintenance Services and/or Supplies Arizona Instruments,L.L.C. 60567 201.56 ElectricallElectronic Equipment,Parts&Repairs Asis International 60568 195.00 Books A Publications ABBE American Society of Safety Engineer 60569 180.00 Professional Organizations MeetingVTmining/Membership AT&T Mobility IL L L.C. 60418 7,503.98 Telecommunications AT&T Universal Biller 60417 2,307.30 Telecommunications AT&T Unwereal Biller 60570 408.03 Telecommunications ATM AA,Inc. 60571 560.00 Lab Services Bank of New York Mellon Trust 60420 1,751.25 Professional Services-Financial Beach Chips Scuba Mania 60421 120.00 Anal Trucks&Marine Equipment,Parts,Accessories&Services BEC-Building Electronic Controls,Inc 60422 2,588.50 Electrical/Electronic Equipment,Paris&Repairs Black&Veatch Corporation 60546 37,912.91 Professional Services/Engineering Design Services Brea 90wnsr LLC 60423 2,500.00 Miscellaneous Services Bari Pacific,Inc. 60394 30,695.93 Chemicals,Water/Wastevrater Treatment Brenntag Pacific,Inc. 60572 5,126.87 Chemicals,WaterlWastewater Treatment Broom&Caldwell 60396 41,786.73 Professional Services/Engineering Design Services Brown&Cald.11 60547 222,881 Professional Services/Engineering Design Services Buchi Corporation 60573 1,354.05 Repair&Maintenance Services and/or Supplies Burlington Safety Laboratory of CA,Inc. 60424 395.62 Safety,Security,Health Equipment,Supplies,and Services C.A.Short Company 60574 621.00 Safety,Security,Health Equipment,Supplies,and Services Calchamber l Calb¢centeral 60425 257.28 Books&Publications California Barricade Rentals 60426 1,070.00 Miscellaneous Services California Barricade Rentals 60575 2,917.50 Miscellaneous Services California Dept.of Child Support 60576 2,616.88 Judgments Payable California Water Technologies 60396 29,50.28 Chemicals California Water Technologies 60548 28,989.25 Chemicals Career Track 60427 79.00 Professional Organizations Meeting/Training/Membership Career Track 60577 237.00 Professional Organizations Meeting/rrelning/Membership Carollo Engineers 60397 192,90.39 Professional Services/Engineering Design Services Centre for Organization Effectiveness 60516 3,800.00 Professional Services-Guttural Assessment&Organizational Improvement Protect Children's Education Foundation of OC 60578 2,500.00 Donation-CEFOC Gift of History Project Chuck M.Forman 60682 759.83 Meefingaralning Expense Reimbursement City of Fountain Valley 60549 69,044.24 Water Use EXH nrvzlil Page 1 of ZBn013 Return to Agenda Report Claims Paid From 11/1113 to 11/15/13 Vendor Warrant No. Amount Description City pit Huntington Beach 60611 30.74 Water Use City of Tustin 60428 187.92 Water Use City of Westminster 60579 25.80 Water Use Clean Energy 60580 1,183.98 CNG Fueling Station Services/Supplies Clean Harbors Environmental Services 1409 9,489.97 Grit&Screenings:Hazard Waste Disposal CMAA 60543 300.00 Professional Organizations MeetingRmininglMembership Columbia Analytical Services 60393 30,051.00 Laboratory Services&Supplies Columbia Analytical Services 60563 330.00 Laboratory Services&Supplies Consolidated Elechical Distributors 60581 255196 Electrical/Electronic Equipment,Parts&Repairs Consumers Pipe&Supply Co. 1394 435.95 Repair&Maintenance Services and/or Supplies Converse Consultants 60582 420.00 Professional Services/Materials&Geotechnical Testing Comer Bakery Cafe(CBC) 60429 276.52 Catering Services Corporate Image Maintenance,Inc. 60550 37,598.50 Janitor&Household Service&Supplies CORRPRO Companies,Inc. 60551 31,920.00 Professional Services/Temporary Services County of Orange-Health Care Agency 60434 3,914.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 60430 1,485.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 60431 900.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 60432 360.W Governmental Agency Fees&Charges County of Orange Auditor Controller 60433 495.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 60583 1,14).00 Governmental Agency Fees&Charges County of Orange Auditor Controller 60584 495.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 60585 4W.W Governmental Agency Fees&Charges Court Order 60619 2,179.38 Judgments Payable Court Order 60645 108.00 Judgments Payable Court Order 60679 912.50 Judgments Payable CR&R,Inc. 60586 2,064.54 Waste Disposal Crane,Veyor Corp. 60587 6,072.98 Repair&Maintenance Services and/or Supplies CS-AMSCO 60435 1,049.76 Repair&Maintenance Services and/or Supplies Culligan of Orange County 60436 W.55 Repair&Maintenance Services and/or Supplies Curley Wholesale Electric,Inc. 60437 19,7W.T1 Electrical/Elactronic Equipment,Parts&Repairs CWEA SARBS Inc 60688 25.00 Professional Organizations Meeting(Training/Membership Dale Camegie Training Of Orange County 60589 1,595.00 Professional Organizations MeetingRmining/Membership DDB Engineering,Inc. 60590 3,135.00 Professional Services-Advocacy Desert Pumps&Parts,Inc. 60591 640.16 Repair&Maintenance Services and/or Supplies Designer Stitch Embroidery 60438 2,556.38 Public Outreach Supplies Drake Controls-West,L.L.C. 60592 8,661.74 Electrical/Elactronic Equipment,Parts&Repairs Dudek&Associates,Inc. 60439 14,8P.27 Professional Services/Engineenng Design Services Dudek&Associates,Inc. 60593 2,411.W Professional Services/Engineering Design Services Dunn-Edwards Corporation 60440 28.89 Facilities,Maintenance,Services&Supplies Dunn-Edwards Corporation 60594 30.13 Fadlifies,Maintenance,Services&Supplies Dwyer Instruments,Inc. 60595 528.95 Electrical/Electronic Equipment,Pads&Repairs Embee Performance LLC 60441 297.00 Repair&Maintenance Services and/or Supplies Empire Today LLC 60552 96,304.68 Repair&Maintenance Services and/or Supplies Employee Benefits Specialists,Inc. 60553 833,404.63 Reimbursed Prepaid Employee Medical&Dependent Care Employee Benefits Specialists,Inc. 60596 10,719.40 Reimbursed Prepaid Employee Medical&Dependent Care Environmental Engineering&Contracting 61 4,570.00 Professional Services/Specialty Course AudBs Environmental Resource Center 60597 739.35 Safety,Security,Health Equipment,Supplies,and Services Ewing Irrigation 61 130.96 Irrigation Repair&Maintenance Services and/or Supplies Facility Process Solutions Consulting 60444 3,712.20 Professional Services/Biotrickling Filter Inspection Services Fedex Corporation 60445 260.90 Freight Services Fernando Harpers 60537 165.00 Meefing/Iraining Expanse Reimbursement E IEIBITA nmzramm Page 2 of 11121=13 Return to Anemia Report Claims Paid From 11/1113 to 11/15/13 Vendor Warrant No. Amount Description Fisher Scientific 60446 1,917.15 Laboratory Services&Supplies Fisher Scientific 60598 2,789.97 Laboratory Services&Supplies FOPCO Incorporated 60447 1,825.00 Repair&Maintenance Services and/or Supplies Fountain Valley AAA Auto Spa 60599 859.29 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Franchise Tax Board 60600 100.00 Judgments Payable Franklin Covey 60448 450.16 Office Supplies G&B Creative Solutions LLC 60MB 81865.00 Printing and Publications Gained Callahan Company 60449 1,888.44 Chemicals,WaterlWastevrater Treatment Demand Callahan Company 60601 3,513.80 Chemicals,Water/Wastewater Treatment George Rivera 60540 858.54 Meefinglhaining Expense Reimbursement Gina A.Taken 60686 622.35 Meeting/Training Expanse Reimbursement Glen Mills Inc. 60603 314.00 Laboratory Services&Supplies Glens Alignment&Sol Service 60452 86.00 Autos,Trucks&Marina Equipment,Parts,Accessories&Services Global Environmental NeNrork Inc. 60604 1,950.00 Safety,Security,Health Equipment,Supplies,and Services Golden State Overnight Delivery Service 60453 31.47 Couner Services Golden State Overnight Delivery Service 60605 431.38 Courier Services Golden State Water Company 60454 129.78 Water Use Golden West Window Service 60455 3,822.00 Facilities,Maintenance,Services&Supplies Goodman Distribution 60456 2,533.68 Repair&Maintenance Services and/or Supplies Government Finance Officers Association 60451 522.00 Professional Organizations MeetinglTraining/Membership Government Finance Officers Association 60602 1,233.00 Professional Organizations Meeting(Training/Membership Grainger,Inc. 60457 3,200.25 Repair&Maintenance Services and/or Supplies Grainger,Inc. 60606 4,647.97 Repair&Maintenance Services and/or Supplies Graybar Electric Company 60458 3,058.55 Electrical/Electronic Equipment,Parts&Repairs Graybar Electric Company 60607 4,655.12 Electrical/Electronic Equipment,Pans&Repairs GT Hall Company 60450 624.67 Mechanical Parts&Supplies Hach Company 60459 1,291.69 Laboratory Services&Supplies Hai-Than T.Hill 60541 495.26 Meetinglhaining Expense Reimbursement Hai-Thar,T.Huynh 60687 360.00 Meeting/Training Expanse Reimbursement Hardy Diagnostics 60460 144.31 Laboratory Services&Supplies Hewlett Packard Company 60608 5,191.10 Computers,Software/Hardware Hill Brothers 1391 79,948.16 Chemicals,WatenWastewater Treatment Hill Brothers 1405 94,903.33 Chemicals,Water/Wastewater Treatment Home Depot 60461 44.04 Miscellaneous Pans and Supplies Home Depot 60609 597.61 Miscellaneous Pans and Supplies Hub Auto Supply 60610 605.97 Autos,Trucks&Marine Equipment,Parts,Accessories&Services IEEE Institute of Electrical&Electron 60462 188.00 Professional Organizations Meefing/Training/Membership Industrial Fabrics Corp. 60463 12,912.48 Repair&Maintenance Services and/or Supplies Industrial Fitter Manufacturers,Inc. 60464 2,078.24 Repair&Maintenance Services and/or Supplies Industrial Gasket&Supply 60465 622.66 Repair&Maintenance Services and/or Supplies Industrial Threaded Products,Inc. 1395 2,145.10 Repair&Maintenance Services and/or Supplies Infrastructure Engineering Corp. 60466 3,014.81 Professional Services Insight Public Sector,Inc. 60612 2,913.58 Computers,Software/Hardwere Institute of Business Publications 60613 1,290.00 Books and Publications Interstate Batteries of Cal Coast 60614 2,491.54 Repair&Maintenance Services and/or Supplies Intl.Union of Oper.Eng.AFL CIO Local 60615 4,675.39 Dues Deductions Invensys Systems,Inc. 1396 781.60 Electrical/Electronic Equipment,Pans&Repairs Invensys Systems,Inc. 1410 1,723.80 Electrical/Electronic Equipment,Pans&Repairs Ironman Parts&Services 60467 594.99 Repair&Maintenance Services and/or Supplies J R Fill Construction 60559 460,757.69 Construction Jacobs Project Management Co. 60398 121,990.34 Professional Services/Temporary Services EXHIBITA NJ210/mm Page 3 of 11121=13 Return to Anshan Report Claims Paid From 11/1113 to 11/15/13 Vendor Warrant No. Amount Description Jacobs Project Management Co. 60554 105,428.69 Professional Services/Tempprsry Services James D.Ruth 60689 1,900.00 Professional Services/Consultant JAMS/Endispote 60468 3,500.00 Legal Service-United Technologies Jays Catering 60469 755.08 Catering Services Jays Catering 60616 420.75 Catering Services Jin H.Kim 60684 190.00 Meefing/haining Expense Reimbursement JLM Systems Limited 60617 2,863.00 Repair&Maintenance Services and/or Supplies Johnstone Supply 60470 27.10 Repair&Maintenance Services and/or Supplies Jon 0.Bradley,Jr. 60680 340100 MeefinglTraining Expanse Reimbursement JPR Systems,Inc. 60618 SM5.80 Repair&Maintenance Services and/or Supplies Kanawha Insurance Company 60620 2,449.56 Voluntary Benefits-SSTD Insurance Kemira Water Solutions 1397 17,938.99 Chemicals,WaterlWastewater Treatment Kemim Water Solutions 1411 11,814.73 Chemicals,Water/Wasteweter Treatment Kroll Cyber Security,Inc. 60 71 243.% Human Resource Services Laurie J.Klinger 60538 100.00 MeetinglTraining Expanse Reimbursement Letner Boeing Co. 60555 294,900.00 Repair&Maintenance-Roof Repair and/or Replacement Lotus Consulting 60472 654.22 Gas ChmmatWraph Service Agreement Magnus Pacific Corporation 60406 918,821.00 Construction Mail Dispatch,LLC 60621 314.70 Mail Delivery Service Maine Wastewater Control Association 60473 1,000.00 Donation-Public Education Campaign M.I.I.Firms lnc. 60545 38,118.68 Construction Matheson Tri Gas,Inc. 60474 1,190.99 Laboratory Services&Supplies Matheson TO Gas,Inc. 60622 1,740.96 Laboratory Services&Supplies Maxim Security Systems 60475 3,992.15 Safety,Security,Health Equipment,Supplies,and Services MCBain Instruments 60476 1,975.00 Repair&Maintenance Services-Microscope MCGladrey&Pullen LLP 60477 8,000.00 Professional Services-Financial Auditing MCMaster-Cam Supply Co. 60478 384.32 Repair&Maintenance Services and/or Supplies Media Blast and Abrasive,Inc. 60623 20,541.60 Mechanical Equipment Metal Art of CA DBA Sign Mad 60503 194.34 Repair&Maintenance Services and/or Supplies Mid-West Associates,Inc. 60624 773.19 Repair&Maintenance Services and/or Supplies Monterey Bay Aquarium Research Institute 60625 1,752.87 Professional Services/Ocean Monitoring Studies MSC Industrial Supply Co. 60626 153.41 Repair&Maintenance Services and/or Supplies MTM Recognition Copmraton 60479 272.67 Service Awards Neal Supply Co. 60480 1,182.97 Repair&Maintenance Services and/or Supplies Neal Supply Co. 60627 56.16 Repair&Maintenance Services and/or Supplies Newark Electronics 60628 70.20 ElectricallElectimnic Equipment,Parts&Repairs North Central Labs 60481 53.17 Laboratory Services&Supplies OCB Reprographics 60415 705.29 Printing/Reprographics Services OCFA 60629 682.50 Dues Deductible ODC Engineering&Technology 60407 322,993.35 Construction CDC Engineering&Technology 60630 10,645.00 Construction Office Depot 60482 987.22 Office Supplies Office Depot 60631 3,559.03 Office Supplies Office Team 60483 832.65 Professional Servlces/rempomry Services Olin Corporation 60484 11481.58 Chemicals,Water/Wastewater Treatment OneSouroe Distributors,Inc. 60485 1,01]]5 ElectrlcallElectronic Equipment,Parts&Repairs Orange County Auto Parts 60486 20.74 Truck Supplies Orange County Auto Paris 60832 881.03 Truck Supplies Orange County Sheriff 60634 1,287.32 Judgments Payable Orange County United Way 60835 40.00 Employee Contributions Orange County Vector Control District 60636 145.38 Pest Control E HIBITA nmzlamm Page 4 of 7 1112112013 Return to Agenda Report Claims Paid From 11/1113 to 11/15/13 Vendor Warrant No. Amount Description Orange County Water District 60399 43,485.92 GAP Water Pacific Investment Management 60400 174,305.03 Professional Financial Services Parker Supply Company 1398 266.33 Miscellaneous Parts and Supplies Parkhouse Tire,Inc. 60487 251.E0 Autos,Trucks&Marine Equipment,Parts,Accessories&Services PARMA 60637 100.00 Professional Organizations MeefinglTreining/Memhership Paso Robles Tank,Inc. 60556 87,780.00 Professional Servicesi Pressure Digester Gas Holder Repairs PBS&1 60419 7,172.76 Professional ServiceslEngineering Design Services PCS Express,Inc. 60638 157.88 Courier Services Peace Officers Council of CA 60639 2,035.50 Dues Deduction,Supervisors&Professionals Pencco,Inc. 60488 10,567.90 Chemicals Pencco,Inc. 60640 5,590.23 Chemicals Performance Pipeline Technologies 60489 7,617.88 Professional ServiceslCCTV lnspe,tionfSewerline Cleaning Performance Pipeline Technologies 60557 28,99830 Professional Services/CCTV Inspectionl5ewedine Cleaning Polydyne,Inc. 1406 102,907.91 Chemicals,WaterfWasteweler Treatment Praxair Distribution,Inc. 60490 719.52 Laboratory Services&Supplies Primrose Ice Co.,Inc. 60491 131.25 Water&Ice Services Procere Work Injury Canter 60492 305.00 Medical Services Proceeds Work Injury Center 60641 85.00 Medical Services Project ine Technical Services,Inc. 60494 931.00 Professional Services/Engine ding Design Services Projects Partners 60493 15,130.75 Professional Servicesfremporary Employment Services Propipe Professional Pipe Services 1416 11,274.84 Professional ServiceslCCTV Seendine Inspections Prudential Cleanroom Services 60495 192.70 Uniforms Prudential Cleamoom Services 60642 192.70 Uniforms Prudential Insurance Company of America 60558 48,567.72 Benefits Prudential Overall Supply 1399 53.40 Uniforms Psomas 60643 4,532.23 Professional Services-Geographic Information System Pyramid Fence Company,Inc. 60644 680.00 Facilities,Maintenance.Services&Supplies Ouickstan Intelligence 60496 4,891.25 Professional Organizations MeetingRreining/Membership Rabobank,Escrow Acct#272295513 60408 78,304.05 Construction Randstad Technics s,L.P. 60497 1,260.00 Computer Applications&Services Red Wing Shoes 60646 170.00 Safety,Security,Health Equipment,Supplies,and Services Regents of the University of Call. 60498 9,563.23 Meefingfhaining Registration Reliaster 60499 3,940.09 Voluntary Employee Life&Cancer Insurance Robert S.POIk 60690 10,000.00 Meefingfhaining Expense Reimbursement Rockwell Engineering&Equipment Co. 60500 435.48 Repair&Maintenance Services and/or Supplies Rosemount Analytical Inc.-Remit 60647 3,233.96 Electrical/Electronic Equipment,Pans&Repairs Royale Cleaners 60648 6.10 Miscellaneous Services RPM El.i Motors 60501 190.00 Repair&Maintenance Services and/or Supplies RS Hughes Co.,Inc. 60649 62.15 Repair&Maintenance Services and/or Supplies Safety-geen 60650 1,518.00 Repair&Maintenance Services and/or Supplies Scaffolding Unlimited 60651 4,550.00 Scaffolding Rental Shamrock Supply Co.,Inc. 60502 1,458.22 Repair&Maintenance Services and/or Supplies Shamrock Supply Co.,Inc. 60652 1,379.70 Repair&Maintenance Services and/or Supplies Shuang Yin 60542 190.00 Meefingfhalning Expense Reimbursement Siena Instruments,Inc. 60653 637.19 Repair&Maintenance Services and/or Supplies Skyline Publishing Company,Inc. 61 195.00 Publications&Books Smith Paint and Supply 60505 109.55 Painting Services and Supplies Snap On Industrial 60654 80.T1 Tools So.Cal Gas Company 60506 373.26 Utilities So.Cal Gas Company 60655 8,729.27 Utilities Solarwinds Net 60507 7,982.33 Computers,Software/Hardware&Managed Services EXHIBITA nmzlamm Page 5 of 7 11121=13 Return to Anemia Report Claims Paid From 11/1113 to 11/15/13 Vendor Warrant No. Amount Description Southern California Edison 60401 95,340.33 Utilities Southern California Edison Company 60508 4W.W Professional Services/Energy Commodity Consulting-Yellowtail Southern Counties Lubricants 60W9 3,194.64 Fuel and Lubricants SpaNett-Dallas 60510 986.24 Miscellaneous Services Sparkleft-Dallas 60657 1,579.20 Miscellaneous Services St.Croix Sensory,Inc. 60511 530.00 Olfactometry Testing Services St.Croix Sensory,Inc. 60658 372.00 Olfactometry Testing Services Staheli Trenchlesa Consultants,Inc. 60659 24,697.05 Construction Staples 60512 107.18 Office Supplies Summit Steel 1400 318.60 Repair&Maintenance Services and/or Supplies Super Chem Corporation 60513 1,5P.07 Repair&Maintenance Services and/or Supplies Tektronix Inc 60514 195.00 Instrument Repairs&Calibabon Services Teledyne/ISCO 6W60 193.53 Laboratory Services&Supplies TestAmerica Ontario 1401 1,758.00 Laboratory Services&Supplies Teter Tech,Inc. 6W61 3,478.78 Pofessional Services/Engineering Design ServicesS Thatcher Company Of California 60515 17,833.66 Chemicals,Water/Wastewater Treatment The flange County Register 60633 3,564.00 Notices&Ads The Pittsburgh Conference 60517 1,675.00 Professional Organizations MeetinglTaining/Membership The Standard Insurance Company 60518 2,133.62 Disability Insurance Thompson Industrial Supply,Inc. 1402 414.65 Repair&Maintenance Services and/or Supplies Tiano Constmction 60519 2,126.00 Facilities,Maintenance,Services&Supplies Tim Lim 60539 136.27 Meetingaraining Expense Reimbursement Tanya Lock&Safer Service&Sales 60520 35.64 Repair&Maintenance Services and/or Supplies Tonys Lack&Safe Service&Sales 60662 564.68 Repair&Maintenance Services and/or Supplies Toshiba Business Solutions USA Inc. 60663 986.51 Computers,Software/Hardware&Managed Services Total Resource Management,Inc. 60664 6,300.00 Professional Services/Implementation of IBM Maxim Total-Westem,Inc. 60521 4,175.00 Repair&Maintenance Services and/or Supplies Townsend Public Affairs 60522 7,500.00 Professional Services-State Legislative Advocacy Trans U.S.Inc 60523 291.32 Repair&Maintenance Services and/or Supplies Transcat 1412 1,180.85 Repair&Maintenance Services and/or Supplies Tremco Incorporated 1413 4,680.00 Repair&Maintenance Services and/or Supplies Triad Pacific 60665 880.00 Freight Tropical Plaza Nurse,Inc. 60524 980.00 Landscape Maintenance Services Troy D.Edgar 60536 94.92 Meetingaraining Expense Reimbursement Tule RanchlMagan Farms 60402 323,405.73 Biosolids Management Tule RanchlMagan Farms 60666 3,671.98 Biosolids Management Try Telecom Holdings,Inc. 60525 9,427.06 Telecommunications UC Regents 60667 ➢W.W Professional Services UCLA Institute ofthe Environment-Remi 60668 329.00 Casale Water Quality Research Contribution United Parcel Service 60526 399.07 Freight Services United States Department Of The Treasury 60669 399.86 Judgments Payable Univar USA Inc 14M 2,889.75 Chemicals,WaterlWastewater Treatment University of Arizona 60670 3,000.60 Professional Organizations Meeting/Training/Membership US Peroxide,L.L.C. 60403 47,166.05 Chemicals,WaterlWastewater Treatment US Peroxide,L.L.C. 60671 15,503.80 Chemicals,WaterlWastevoter Treatment Wassin Wireless 60527 1,167.86 Telecommunications Verizon Wireless 60672 47.13 Telecommunications Verna L.Goodies 60683 824.74 Meetingaralning Expense Reimbursement Verne's Plumbing 60528 1,580.00 Plumbing Services&Supplies Verne's Plumbing 60673 1,580.00 Plumbing Services&Supplies Venech Industrial Systems,Llc 60674 17,612.38 Professional Services/Constiuolion Consulting Services EXHIBITA 1N2101,nm Page 6 of nnlnpta Return to Acetate Report Claims Paid From 11/1113 to 11/15/13 Vendor Warrant No. Amount Description Victor M.Ferguson 60544 1,796.37 Mee6ngaraining Expanse Reimbursement Vincent S.Lockyer 60685 340.00 Meefing/rraining Expense Reimbursement Vortex Corp. 1414 1,575.00 Repair&Maintenance Services and/or Supplies Voyager Fleet Systems,Inc. 60404 25,943.25 Autos,Trucks&Marine Equipment,Parts,Accessories&Services VPPPA 60675 450.00 Professional Organizations Meefing/Treining/Membership MR Scientific Products 60529 196.41 Laboratory Services&Supplies Water Environment Research Foundation 60676 5,000.00 Capital Research Project Charter-(Trace Organic Chemicals) Waters Corporation 60530 838.28 Laboratory Services&Supplies Weather and Wind Instrument Co. 60531 239.24 Miscellaneous Parts and Supplies Wellness Councils of America 60671 1,090.00 Professional Organizations Meefingrfraining/Membership West Coast Arboreta,Inc. 60532 14650.00 Landscape Maintenance Services West Lite Supply Company,Inc. 60533 126.90 Electrical/Electronic Equipment,Pads&Repairs White Star Pools 60678 310.00 Repair&Maintenance Services and/or Supplies Woodruff Spradlin&Strait 60405 171,262.56 Professional Services-Legal WorldatWork 60534 245.00 Professional Organizations Meetingamining/Membership Xerox Corporation 1403 12,578.T1 Computers,Software/Hardsa re&Managed Services Xerox Corporation 1415 129.43 Computers,Soflwere/Hardware&Managed Services Vale/Chase Materials Handling,Inc. 60535 751.87 Elecrical/Electronic Equipment,&Electric Can Parts&Repairs Total Accounts Payable•Warrants $ 6.114.512.88 Payroll Disbursements Employee Paychecks 51988 - 52009 $ 3,636.33 Interim Payroll-AREA it 1/01/13r Employee Paychecks 52014 - 52064 91 Biweekly Payroll(11/03/13) Employee Paychecks 52065 - 52068 1,965.05 Interim Payroll-IDEA Checks(11112/13) Direct Deposit Statements 345578-U5758 55,951.98 Interim Payroll-ARBA(11101113) Direct Deposit Statements 345759-346335 1,378,0NS3 Biweekly Payroll(11113113) Total Payroll Disbursements $ 1,530,599.53 'Check numbers 52010-52013 used in prior period. Wire Transfer Payments OCSD Payroll Taxes&Contributions $ 802,348.69 Biweekly Payroll(1 Ill 3/l3) Union Bank of California 47,419.04 Workers Compensation Services(11113113) W.M Lyles 1,487,716.95 Construction P1-101/PP9(1117/13) W.M Lyles 77,695.75 Construction JJ6-1A/PP1 (110/13) Total Wire Transfer Payments $ 2.415.240A3 Total Claims Paid 11101/13•11115113 $ 10,060,352.84 F HIBITA 1M101mm Page 7 of 7 1112112013 Claims Paid From 1 Ill 6/13 to 11/30113 Return to Anemia Report Vendor Warrant No. Amount Description Accounts Payable Warrants AccuStandard 60712 579.99 Laboratory Services&Supplies A-Check America,Inc. 1419 659.50 Human Resources$ervices AECOM Technical Services,Inc. 60989 20,427.89 Professional Services/Engineering Design Services Aerotek 60713 668.40 Professional Services/Temporery$ervices Aerotek 60990 120.00 Professional Services/rempomry Services Aharon M.Rosenhamer 60969 1,655.03 Meefing/Training Expanse Reimbursement Air Liquids America Specialty Gases LLC 60714 608.89 Laboratory Services&Supplies Air Liquids Industrial U.S.,LP 60715 18,871.82 Laboratory Services&Supplies Air Liquids Industrial U.S.,LP 60991 12,066.75 Laboratory Services&Supplies Air Products&Chemicals,Inc. 60716 1,821.43 Chemicals Water/Wastewater Treatment Airgas Safety,Inc. 1420 2,338.96 Safety,Security,Health Equipment,Supplies,and Services Airgaa Safely,Inc. 1437 3,237.35 Safety,Security,Health Equipment,Supplies,and Services Airgas USA,LLC 1421 1,Ml.76 Labomtory Services&Supplies Airgie USA,LLC 1438 465.50 Laboratory Services&Supplies Airport Plaza Center 60992 459.91 Sewer Service Fee Rebate Althamem's Inc.g6158 60993 11,27(1 Sewer Service Fee Rebate Alberson's Inc.#6170 60994 1,640.86 Sewer Service Fee Rebate Albedson's Inc.1 60995 4,081.61 Sewer Service Fee Rebate Alberson's,Inc#6105 60996 6,069.35 Sewer Service Fee Rebate Alhambra Foundry Co.,Ltd 60718 11,195.28 Repair&Maintenance Services and/or Supplies Alia,Dalai 60719 457.05 Sewer Service Fee Rebate Ahmed Inc. 60997 46.75 Laboratory Services&Supplies Allied Pacific Metal Stamping 60721 4,720.00 Reconciliation User Fee Refund Program Alloy Die Casting 60722 3,312.61 Reconciliation User Fee Refund Program Aluminum Precision 60723 1,882.37 Annual Reconciliation Industrial Discharge Program Amazing Tents&Events 60724 5P.00 Event Supplies Amcer-Sunclipse,Inc. 60725 13,224.89 Reconciliation User Fee Refund Program American Express TVL Related Svcs Co.,1 60726 2,702.21 Purchasing Card Program for Miscellaneous Travel Expanses American Industrial Hygiene Association 60999 201 Professional Organization American Integrated Services,Inc. 60970 51,929.05 Grit&Screenings Disposal American Water Works Aseco.Mater Qualit 60727 155.50 Professional Organizations MeetingVTmining/Membership/Meeting Registration Aral Elevator Services 60728 3,664.00 Miscellaneous Services Anaheim Extrusion Co.,Inc. 60729 FIS.97 Reconciliation User Fee Refund Program APC LP 61000 1,371.60 Sevier Service Fee Rebate Applied Industrial Technology 60730 330.37 Repair&Maintenance Services and/or Supplies Archie Ivy,Inc. 61002 1,930.00 Repair&Maintenance Services and/or Supplies Argus-Hazco 61003 2,137.53 Repair&Maintenance Services and/or Supplies Arizona Instruments,L.L.C. 61004 1,028.21 ElactricallElectronic Equipment,Paris&Repairs A.Services 60731 627.53 Reconciliation User Fee Refund Program Arrmvhead Products 60732 4,779.16 Reconciliation User Fee Refund Program ASCE 60733 280.00 Professional Organizations MeeOng/fmining/Membership Ashbrook Simon Hartley Operations 60717 1,072.58 Repair&Maintenance Services and/or Supplies ASSE American Society of Safety Engineer 61005 600.00 Professional Organlzetlons MeeOng/fmining/Membership Association of California Cities 61006 5,000.00 Professional Organizations,Meeting/Training/Membership Dues AT&T 60988 161.51 Telecommunications AT&T Long Distance. 60734 22.16 Telecommunications AT&T Mobility II,L.L.C. 60735 49.99 Telecommunications AT&T Mobility 11,L.L.C. 61007 299.95 Telecommunications AT&T Teleconference Services 60736 54.92 Telecommunications Aviation Equipment,Inc. 60737 8,147.26 Reconciliation User Fee Refund Program AW Associates Inc. 60738 741.13 Repair&Maintenance Services and/or Supplies Awards&Trophies Company 60739 106.88 Awards and Framing Services Awards&Trophies Company 61008 100.28 Awards and Framing Services AWSI 60740 92.00 Professional Services-DOT Program Administration AWSI 61009 319.00 Professional Services-DOT Program Administration E HIBITB m/21a/lr Page 1 of 10 1214n013 Claims Paid From 1 Ill 6J13 to 11/30113 Return to Agenda Report Vendor Warrant No. Amount Description Bank of America 61010 1,285.11 Sewer Service Fee Rebate Bank of New York Mellon Trust 61011 22,415.66 Professional Services-Financial Basic Electronics,Inc. 60741 190.81 Reconciliation User Fee Refund Program Battery Specialties 60742 724.72 Battenes,Vanous Battery Systems,Inc. 60743 305.47 Repair&Maintenance Services andlor Supplies Bavco 60744 2,666.86 Repair&Maintenance Services and/or Supplies BC Wine Rope&Rigging 60745 1,200.00 Tools&Supplies Beacon Bay Enterprises 61012 7,578.71 Sewer Service Fee Rebate Beacon Bay Enterprises 61013 775.26 Sewer Service Fee Rebate BEC-Building Electronic Controls,Inc 61014 1,556.37 Electrical/Electronic Equipment,Pans&Repairs Bell Pipe&Supply Co. 60746 580.81 Repair&Maintenance Services and/or Supplies BenchP.,Inc. 60747 634.24 Furniture/Fixtures Bermingham Controls 60748 M7.03 Electrical/Electronic Equipment,Pads&Repairs BHI Management Consulting 60749 4,275.00 Professional Services/Strategic Planning BI Technologies 60750 3,570.93 Reconciliation User Fee Refund Program Bioquip Products 60751 424.41 Laboratory Services&Supplies Black Box Corporation 60752 74.52 Computers,Software/Hardware Blue Gum 60753 3,538.52 Sewer Service Fee Rebate Bill Building News 61015 134.11 Books&Publications BNSF Railway Company 61016 600.W Professional Services 24"4 Brand Scaffold Rental&Erection Inc 61017 1,032.01 Miscellaneous Services Brasstesh,Inc. 60754 13,808.45 Reconciliation User Fee Refund Program Brenntag Pacific,Inc. 61018 23,7 0.69 Chemicals,Water/Wastewater Treatment Brindle/Thomas 60755 1,057.56 Annual Reconciliation Industrial Discharge Program Brown&Caldwell 60972 41,960.79 Professional Services/Engineeing Design Services Buena Park Tool&Engineering 61019 363.61 Sewer Service Fee Rebate Bug Central 60756 925.00 Pest Control Services Bug Central 61020 295.00 Pest Control Services C.S.M.F.O 60775 480.00 Professional Organizations MeetinglTraining/Membership California Dept.of Child Support 61021 2,455.35 Judgments Payable California Relocation Services,Inc. 61022 562.50 Miscellaneous Services-Moving/Relocation California Special District Association 60774 1,005.00 Professional Organizations Meeting/Raining/Membership California Water Technologies 60973 33,808.87 Chemicals Cambridge Isotope Labs 60758 110.96 Laboratory Services&Supplies Cameron Compression Systems 60759 476.21 Repair&Maintenance Services and/or Supplies Cad Karcher Enterprises,Inc 60760 1,014.85 Sewer User Refund Cad Warren&Co. 61023 300.00 Professional Services-Wodcara'Compensation Capella Engineers 60974 113,491.43 Professional Services/Engineering Design Services Carafe Engineers 61024 9,427.74 Professional Services CASA 60692 26,000.00 Professional Organizations MeetinglTraining/Membership CASA 61025 475.00 Professional Organizations MeetinglTraining/Membership Catalina Cylinders 60761 5,1T1.76 Reconciliation User Fee Refund Program CDN Isotopes 61026 1,485.00 Laboratory Services&Supplies Centre for Organization Effectiveness 61142 3,800.00 Professional Services-Cultural Assessment&Organizational Improvement Project Chanthapanya,Phoun Sack 60762 708.54 Sewer Service Fee Rebate Charles P.Crowley Co. 60763 1,339.90 Repair&Maintenance Services and/or Supplies City of Huntington Beach 61077 11,622.93 Water Use City of Newport Beach 60863 360.00 Water Use City Of Tustin Water Service 60929 82.12 Annual Reconciliation Industrial Discharge Program Clean Harbors Environmental Services 1439 8,1T1.43 Grit&Screenings;Hazard Waste Disposal Coastal Ignition and Controls,Inc. 61028 1,980.00 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Columbia Analytical Services 60998 18,337.06 Laboratory Services&Supplies COMSERCO,Ina 60764 561.60 Professional Services/Information Technology Connell Chevrole0GEO 61029 66.04 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Consolidated Electrical Distributors 61030 453.60 Elec4ical/Electronic Equipment,Paris&Repairs Constella0on Newenergy Gas Division LLC 60976 37,223.55 Natural Gas FXHIBIT B nmzlair Page 2 of 10 12142O13 Claims Paid From 11F1 W13 to 11/30113 Return to Arenas Report Vendor Warrant No. Amount Description ConsWclive Community Relations 60977 25,257.42 Construction Outreach Consumers Pipe&Supply Co. 1422 380.98 Repair&Maintenance Services and/or Supplies Consumers Pipe&Supply Co. 1"0 405.92 Repair&Maintenance Services and/or Supplies Controlled Motion Solutions 60765 321.59 Repair&Maintenance Services and/or Supplies Conveyor Components Company 61031 735.97 Miscellaneous Parts and Supplies Cooperative Personnel Services 61039 2W.00 Human Resources Services Corelogic Commercial 60766 2,096.60 Sewer User Refund Corporate Image Maintenance,Inc. 60767 10,900.00 Janitor&Household Service&Supplies Corporate Image Maintenance,Inc. 61033 3,955.00 Jantor&Household Service&Supplies Coss,Ronald J. 61162 92.00 Meefing/Fraining Expense Reimbursement County of Orange Auditor Controller 60768 87.50 Governmental Agency Fees&Charges County of Orange Auditor Controller 60769 735.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 60770 120.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 60771 540.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 60772 480.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 60773 735.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 61034 345.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 61035 6W.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 61036 420.00 Governmental Agency Fees&Charges County of Orange Auditor Controller 61037 345.00 Governmental Agency Fees&Charges County Wholesale Electric Co. 61038 199.73 ElechicallElectronic Equipment,Parts&Repairs Court Order 61089 2,179.38 Judgments Payable Court Omer 61122 108.00 Judgments Payable Court Order 61159 912.W Judgments Payable Crane Veyor Corp. 61040 255.00 Repair&Maintenance Services and/or Supplies Crockett Container Corp. 60826 16,444.23 Reconciliation User Fee Refund Program CS-AMSCO 61042 3.63204 Repair&Maintenance Services and/or Supplies CSUF,University Extended Education 61043 4,200.00 Professional Ser ices/Human Resource Services Cudey Wholesale Electric 60693 28,333.15 ElechicallElectronic Equipment,Parts&Repairs Colley Wholesale Electric 61044 9,419.76 Electrical/Electronic Equipment,Parts&Repairs Curtis Buonacomi 61161 300.00 Meefing/Training Expanse Reimbursement Custom Enamelem,Inc. 60776 971.85 Reconciliation User Fee Refund Program CWEA Membership 60177 148.00 Professional Organizations Meeting/Training/Membership CWEA Membership 61046 444.00 Professional Organizations MeetinglTraininglMembership CWEA-TCP 61045 270.00 Professional Organizations Meeting/Training/Membership Dalati,Belal 61047 1,415.12 Sewer Service Fee Rebate Dalati,Omrou 60778 457.05 Sewer Service Fee Rebate Dale O.Henderson 61166 573.92 Meetinglaraining Expense Reimbursement Darren J.Schuler 61172 175.00 Meefing/Training Expanse Reimbursement David Gui 60779 225.00 Laboratory Services&Supplies David M.Yager 61174 159.00 Meefing/Training Expanse Reimbursement David Wheeler Pest Control,Inc. 61048 1,260.00 Pest Control Services Dean Food Company 60694 69,10.22 Reconciliation User Fee Refund Program DeGuelle Glass Co.,Inc. 60780 108.00 Repair&Maintenance Services and/or Supplies Dekrs Certification 60781 12,940.55 Professional Services/Biosolids Management Program Verification Audit Dom Common,Labs,Inc. 60782 6,187.61 Reconciliation User Fee Refund Program Desert Pumps&Parts,Inc. 61049 345.45 Repair&Maintenance Services and/or Supplies Don Wall&Associates,Inc. 61050 907.20 Instrument Parts&Supplies Douglas Kanis 61166 230.00 Meeting/Training Expense Reimbursement DRS Sensors&Targeting Systems,Inc. 60783 4,620.85 Electrical/Electronic Equipment,Parts&Repairs IDEA Properties,LP 60184 8,757.34 Sevrer Service Fee Rebate Dunn-Edwards Corporation 61051 10.76 Facilities,Maintenance,Services&Supplies Dwyer Instruments,Inc. 61052 1,310.06 ElectricapElectionic Equipment,Parts&Repairs EFT Fast Quality Service,Inc. 60785 216.41 Reconciliation User Fee Refund Program Eldon Prirose Management 60786 602.42 Sewer Service Fee Rebate Election Metal Finishing Corp. 60787 136.25 Annual Reconciliation Industrial Discharge Program EXHIBIT B nrvzlair Page 3 of 10 1214 013 Claims Paid From 1 Ill 6/13 to 11/30113 Return to Agenda Report Vendor Warrant No. Amount Description Embark Consulting,LLC 60788 6,276.93 Professional Services/SCADA Software Maintenance Support Employee Benefits Specialists,Inc. 61053 13,446.84 Reimbursed Prepaid Employee Medical It Dependent Care Employment Development Dept. 61054 15,720.00 Unemployment Insurance ENS Resources,Inc. 60789 5,500.00 Professional Services-Federal Advocacy Environmental Engineering&Contracting 60790 131350.00 Professional Services/Specialty Course Autos Environmental Resource Associates 60791 987.46 Laboratory Services&Supplies Environmental Resource Canter 61055 417.57 Safety,Security,Health Equipment,Supplies,and Services Environmental Sampling Supply 60792 257.66 Laboratory Services&Supplies Ernesto Castro 60961 340,00 MeefingRraining Expanse Reimbursement Ewing Irrigation 60793 50.81 Irrigation Repair&Maintenance Services and/or Supplies Excel Door&Gate Co.,Inc. 61056 10,030.00 Repair&Maintenance Services and/or Supplies Express Lens Lab 1441 1,550.72 Safety,Security,Health Equipment,Supplies,and Services F.Montelongo,M.D.,Inc 60794 1,275.27 Sewer Service Fee Rebate Fabrication Concepts Corporation 60795 5,343.16 Reconciliation User Fee Refund Program Faviola Miranda 61169 87.76 Meeting/Iraining Expense Reimbursement First American Corelogic 61032 122.50 Software Maintenance Agreement Fisher Scienfific 60796 345.23 Laboratory Services&Supplies Fisher Scientific 61057 9,536.54 Laboratory Services&Supplies Fluid Components Int.c/o Pori Indust 60797 1,978.86 Repair&Maintenance Services and/or Supplies FOPCO Incorporated 60798 3,650.00 Repair&Maintenance Services and/or Supplies Fountain Valley Paints,Inc. 60799 302.36 Facilities,Maintenance,Services&Supplies Fountain Valley Paints,Inc. 61058 97.14 Facilities,Maintenance,Services&Supplies Franchise Tax Board 61059 100.00 Judgments Payable Franklin Covey 60800 410.15 Office Supplies Franklin Covey 61060 61 Office Supplies Fresno First Bank-Acct 100013307 60965 172.20 Construction,Retention Fresno First Bank-Acct 100013315 60707 72,954.70 Construction,Retention Fullerton Crossroads 60801 ],858.4] Sewer Service Fee Rebate Fullerton Crossroads 60802 91981 Sevrer Service Fee Rebate Fullerton Crossroads SONG 21,029.00 Sewer Service Fee Rebels Fullerton Crossroads 60804 5,002.94 Sevrer Service Fee Rebate Fullerton Crossroads 60805 14,956.17 Sewer Service Fee Rebels G&B Creative Solutions LLC 61041 725.00 Printing and Publications Gallade Chemical,Inc. 60808 1,800.46 Reconciliation User Fee Refund Program Ganahl Lumber Company 61061 1,918.40 Facilities,Maintenance,Services&Supplies GEAVIATION 60695 29,444.24 Annual Reconciliation Industrial Discharge Program General Container Corp. 60807 2,314.73 Reconciliation User Fee Refund Program George Rivers 61170 131.21 MeefinglDaining Expense Reimbursement Georgia-Pacific Corrugated,L.L.C. 60808 5,517.12 Reconciliation User Fee Refund Program Glens Alignment&Brake Service 60809 201.07 Autos,Tracks&Marine Equipment,Parts,Accessories&Services Glens Alignment&Sam Service 61063 110.00 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Global Environmental Network Inc. 61064 1,525.00 Safety,Security,Health Equipment,Supplies,and Services GMU Geotechnical,Inc. 61065 B,543.75 Professional Services/General Counsel-Biiterpoint Rehab Goglanlan Bakeries 60810 24,895.27 Annual Reconciliation Industrial Discharge Program Golden State Cvemight Delivery Service 60811 41.02 Couner Services Golden West Machine,Inc. 60812 2,160.00 Repair&Maintenance Services and/or Supplies Golden West Window Service 60813 13,516.15 Facilities,Maintenance,Services&Supplies Golden West Window Service 61066 5,595.00 Fadiffies,Maintenance,Services&Supplies Government Finance Officers Association 60814 50.00 Professional Organizations Meeting/Training/Membership Government Jobs.Com,Inc. 61068 6,540.00 Computer Applications&Services Governmental Accounting Standards Board 61062 279.00 Books and Publications Grace Management,LLC 60815 948.62 Sewer Service Fee Rebate Grainger,Inc. 60816 7,629.49 Repair&Maintenance Services and/or Supplies Grainger,Inc. 61069 6,926.14 Repair&Maintenance Services and/or Supplies Graybar Electric Company 60817 3,725.78 Electrical Electronic Equipment,Paris&Repairs Haldeman,Inc. 61070 890.40 Repair&Maintenance Services and/or Supplies EXHIBIT nmzlalr Page 4 of 10 121 Y 013 Claims Paid From 11F1 W13 to 11/30113 Return to Aaenda Report Vendor Warrant No. Amount Description Harbor Truck Bodies,Inc. 60818 31068.80 Harbor Truck Bodies,Inc. Harrington Industrial Plastics,Inc. 60819 2,209.35 Repair&Maintenance Services and/or Supplies Hartnell Fan Inc. 61071 12,115.68 ElectricallElectrunic Equipment,Parts&Repairs HDR Engineering,Inc. 60696 28,778.00 Professional Services/Engineering Design Services HDR Engineering,Inc. 60978 150,792.41 Professional Services/Engineering Design Services Health Science Associates 61072 4,708.50 Safety,Security,Health Equipment,Supplies,and Services HeWeft Packard Company 61073 11,370.88 Computers,Softwara/Hardvrere Hi Tek Valve,Inc 61074 362.88 Repair&Maintenance Services and/or Supplies Highmark 60821 1440.28 Safety,Security,Health Equipment,Supplies,and Services Highmark 61075 974.63 Safety,Security,Health Equipment,Supplies,and Services Hill Brothers 1417 35,102.17 Chemicals,WaterlWastexater Treatment Home Depot 60822 279.27 Miscellaneous Parts and Supplies Howland Family Trust 60823 473.34 Sewer User Refund Hub Auto Supply 60824 633.26 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Hub Auto Supply 61076 273.32 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Huntington Beach,City of-permit fees 61175 3,533.00 Permit Fee Image Sales,Inc. 61078 1,146.43 Safety,Security,Health Equipment,Supplies,and Services Industrial Threaded Products,Inc. 1423 1,510.49 Repair&Maintenance Services and/or Supplies Insight Public Sector,Inc. 60825 305.03 Computers,Software/Hardware International Paper#2 60697 25,714.53 Annual Reconciliation Industrial Discharge Program International Risk Management Inst. 60827 3,201.50 Books and Publications Intl.Union of Oper.Eng.AFL CIO Local 61079 4,673.55 Dues Deductions Invensys Systems,Inc. 1424 2,164 1 ElectricallElectronic Equipment,Parts&Repairs Irvine Pipe&Supply 61080 445.63 Repair&Maintenance Services and/or Supplies Irvine Ranch Water District 60828 23.51 Water Use Irvine Ranch Water District 61081 62.74 Water Use Irvine Sensors Corp. 60829 5,912.38 Reconciliation User Fee Refund Program ITT Cannon Electric 60830 18,263.01 Reconciliation User Fee Refund Program J.D.Coulter Co. 60831 237.88 Sewer Service Fee Rebate Jack in the Box,Inc. 60832 1,937.01 Reconciliation User Fee Refund Program Jack in the Box,Inc. 61083 1,370.15 Reconciliation User Fee Refund Program Jack in the Box,Inc. 61084 1,422.16 Reconciliation User Fee Refund Program James G.Tintle 61173 647.19 MeetinglTraining Expanse Reimbursement James Litho 60833 4,484.84 Awards and Framing Services Jamison Engineering Contractors,Inc. 60834 4,990.00 Professional Services/Construction Support Services Jamison Engineering Correctors,Inc. 61085 16'91 Professional Services/Construction Support Services JAPOS 61086 219.05 Sewer Service Fee Rebate Jays Catering 60835 643.95 Catering Services Jellco Container,Inc. 60836 557.47 Reconciliation User Fee Refund Program JIG Tucker And Son,Inc. 61082 1,643.22 Safety,Security,Health Equipment,Supplies,and Services JOHNSON CONTROLS-REMIT 61087 1,689.37 Repair&Maintenance Services and/or Supplies Johnstone Supply 61 2,124.59 Repair&Maintenance Services and/or Supplies Johnstone Supply 61088 60.73 Repair&Maintenance Services and/or Supplies Joecelynn M.Gaddrokl 61163 340.00 Meetingaralning Expense Reimbursement JP Morgan Chase Bank,NA 60698 57,862.73 Purchasing Card Program for Miscellaneous Parts and Supplies Keenan&Associates-Remit 61 3,316.66 Professional Services/Worker's Compensation Program Kemira Water Solutions 1418 59,513.14 Chemicals,WaterlWastewater Treatment Kemim Water Solutions 1435 35,769.54 Chemicals,WaterMasmester Treatment Ken A.Sakamoto 61171 473.41 Meeting/Training Expanse Reimbursement Kenlen Spedaltles,Inc. 61 941.27 Reconciliation User Fee Refund Program Kirkhill Rubber(North) 60840 21,898.78 Annual Reconciliation Industrial Discharge Program Kof&Associates,Inc. 61090 1,680.00 Professional Services/Comp&Class Study Koury Engineering and Testing,Inc. 60841 1,281 Professional Services/Engineering Design Services L.Johnson Painting 60842 1,8115.00 Facilities,Maintenance,Services&Supplies LA Testing 60843 990.00 Safety,Security,Health Equipment,Supplies,and Services LaMotte Company 61091 802.03 Laboratory Services&Supplies E HIBITB 1N 10/b Page 5 of 10 1210013 Claims Paid From 11F1 W13 to 11/30113 Return to Amanda Report Vendor Warrant No. Amount Description Leon&Tereas Gomez 61067 363.61 Sewer$arvice Fee Rebate LexisNexis 60844 84.00 Books&Publications On-Line Lexiii is 61092 61356.00 Books&Publications On-Line Liberty Mutual Claims 60845 23,790.64 Insurance Linde Losurdo 61167 179.67 Mee6ngfrosining Expense Reimbursement Logi Graphics 60846 168.56 Annual Reconciliation Industrial Discharge Program Magnetic Metals Corporation 60847 51088.]] Reconciliation User Fee Refund Program Main Electric Supply Go. 60848 4,384.00 Electrical/Electronic Equipment,Parts&Repairs Malcolm Firms,Inc. 60979 43,818.40 Professional Services/Engineering Design Services Mandic Motors 60849 588.75 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Mask Technology,Inc. 60850 655.43 Reconciliation User Fee Refund Program Matheson Tri Gas,Inc. 60851 1,296.26 Laboratory Services&Supplies MCBain Instruments 61093 465.00 Repair&Maintenance Services-Microscope McMaster-Can Supply Go. 60852 1,927.45 Repair&Maintenance Services and/or Supplies McMaster-Can Supply Co. 61094 374.49 Repair&Maintenance Services and/or Supplies MCR Technologies, Inc. 60853 1,267.51 Repair&Maintenance Services and/or Supplies Mesa Consolidated Water District 60854 26.30 Water Use Mesa International Technologies,Inc. 60855 604.80 Repair&Maintenance Services and/or Supplies Metal Art of CA DBA Sign Mart 61133 570.22 Repair&Maintenance Services and/or Supplies Metrocenter at South Coast 60856 23,948.35 Sewer Service Fee Rebate Michael A.Berdis 60960 340.00 Meefingrrraining Expense Reimbursement Mobile Hose&Hydraulic Supply 60857 4,256.00 Repair&Maintenance Services and/or Supplies Monterey Bay Aquarium Research Institute 60858 1,051.72 Professional Services/Ocean Monitoring Studies MSC Industrial Supply Go. 60859 67.53 Repair&Maintenance Services and/or Supplies MTM Recognition Corporation 60860 714.95 Service Awards MWH Americas,Inc. 60980 43,853.56 Professional Services/Engineering Design Services Need 61095 200.00 Professional Organizations Meeting/Tradning/Membership NEAC Compressor Services USA Inc. 60861 95.59 Repair&Maintenance Services and/or Supplies Netsor leet,Inc. 61096 3,141.14 Softwere Maintenance Agreement New Pig 61097 223.02 Repair&Maintenance Services and/or Supplies Newark Electronics 60662 2,120.34 ElacbicallElectronic Equipment,Paris&Repairs Named Controls Incorporated 60864 302.92 Repair&Maintenance Services and/or Supplies Nomad Controls Incorporated 61098 1,96B.53 Repair&Maintenance Services and/or Supplies Northpoint Commerce Center 60865 13,714.W Sewer Service Fee Rebate Northpoint Commerce Center 60866 1,353.10 Sewer Service Fee Rebate Northpoint Commerce Center 61099 6,849.80 Sewer Service Fee Rebate Northpoint Commerce Center 61100 1,759.33 Sewer Service Fee Rebate Northpoint Commerce Center 61101 2,493.95 Sewer Service Fee Rebate NRG Engine Services,L.L.C. 60867 6,894.17 Repair&Maintenance Services and/or Supplies OCB Reprographics 61001 915.60 PrintinglReprographics Services OCEA 61102 663.00 Dues Deductible Office Depot 60868 1,718.07 Office Supplies Office Depot 61103 511.99 Office Supplies Office Team 60869 275.10 Professional SeMces/rempomry Services Office Team 61104 2913.95 Professional Sewicac Temporary Services Olin Corporation 60870 13,868.85 Chemicals,WaterlWastewater Treatment Olin Corporation 61105 11,334.72 Chemicals,WaterlWastewater Treatment Omega Indusbrial Supply,Inc. 61106 432.99 Janitor&Household Service&Supplies OneSoume Distributors,Inc. 60871 722.43 ElectricallEledronic Equipment,Parts&Repairs OneSource Distributors,Inc. 61107 2,783.32 Electrical/Electronic Equipment,Parts&Repairs Oracle America Inc. 60872 281.95 Software Maintenance Agreement Orange County Auto Parts 60873 352.27 Truck Supplies Orange County Auto Paris 61108 63.73 Truck Supplies Orange County Fire Authority 61109 242.00 Governmental Agency Fees&Charges Orange County Sanitation District 60968 1,350.34 Petty Cash Expense Orange County Sheriff 61110 961.37 Judgments Payable EXHIBITB nmzlalr Page 6 of 10 1214n013 Claims Paid From 11F1 6N3 to 11/30113 Return to Agenda Report Vendor Warrant No. Amount Description Orange County United Way 61111 40.00 Employee Contributions Orange County Water District 60699 36,878.24 GAP Water Orange Courier 60874 11.81 Delivery Services OSTS Inc. 61112 650.00 Professional Organizations MeetingrmininglMembership Delon USA,LLC 60875 22,952.00 Repair&Maintenance Services andlor Supplies Pacific Mechanical Supply 1425 1,009.W Repair&Maintenance Services and/or Supplies Parker Supply Company 1426 795.09 Miscellaneous Parts and Supplies Parklane Plaza 61113 12,464.02 Sewer Service Fee Rebate Parklane Plaza 61114 5,81&83 Sewer Service Fee Rebate Parkson Corporation 60876 3,517.16 Mechanical Parts&Supplies Patio&Door Outlet,Inc. 60817 860A 5 Reconciliation User Fee Refund Program PBS&J 6071 62,426.78 Professional ServiceslEngineenng Design Services Peace Officers Council of CA 61115 2,024.00 Dues Deductions,Supervisors&Professionals Peak-Ryzex,Inc. 60878 3,427.90 Laboratory Services&Supplies Pencco,Inc. 60981 27,016.42 Chemicals Petroprize 60879 1,585.30 Annual Reconciliation Industrial Discharge Program Pl.Hawn Company,Inc. 60880 1,041.86 Repair&Maintenance Services and/or Supplies PL Hawn Company,Inc. 61116 499.96 Repair&Maintenance Services and/or Supplies POlydyne,Inc. 1436 75,953.72 Chemicals,WaterlWasteweter Treatment Portion Industries,Inc. 60881 736.33 Laboratory Services&Supplies Praxair Distribution,Inc. 60882 199.85 Laboratory Services&Supplies Praxair Distribution,Inc. 61117 15,440.05 Laboratory Services&Supplies Precision Anodizing E Plating Inc. 60883 4,180.44 Annual Reconciliation Industrial Discharge Program Precon,Inc. 60884 588.02 Reconcilia0on User Fee Refund Program Primrose Ica Co.,Inc. 60885 131.25 Water&Ice Services Pascale Work Injury Center 61118 525.00 Medical Services Prudential Cleanroom Services 61119 192.70 Uniforms Prudential Overall Supply 1427 1,492.95 Uniforms Pump Action 60886 5,973.82 Oil Filters Pump Action 61120 B468.99 Oil Filters Pumping Solutions,Inc. 60887 1,467.40 Repair&Maintenance Services and/or Supplies Pure Chem Products Co. 60888 71.28 Reconciliation User Fee Refund Program Quayle Consulting Inc. 60700 41,614.00 Computer Applications&Services Quickstan Intelligence 61121 2,096.25 Professional Organizations MeetingRmining/Membership Quinn Power Systems 60889 641.97 Autos,Trucks&Marina Equipment.Parts,Accessories&Services Railmakers,Inc. 60890 191.81 Reconciliation User Fee Refund Program Rainbow Disposal Co. 60891 3,499.00 Waste Disposal RBC Transport Dynamics 60892 2,116.39 Reconciliafion User Fee Refund Program RBF Consulting 61123 6,245.00 Professional ServiceslEnginee ding Design Services Red Wing Shoes 61124 504.16 Safety,Security,Health Equipment,Supplies,and Services Rego,Uses 61125 262.90 Sewer Service Fee Rebate Rende Consulting Group,Inc. 61126 300.00 Professional ServlceslEngineering Services Wintersburg Channel REPUBLIC WASTE SERVICES OF SO CAL LLC 60893 9,765.76 Republic Waste Services of So Cal LLC Restek Corp. 1428 98.54 Laboratory Services&Supplies Richard A.Smith 60963 340.00 MeetinglTraining Expanse Reimbursement Ricoh Electronics fF2 608" 18,343.56 Reconciliation User Fee Refund Program Rigid Flex International 60895 74.61 Annual Reconciliation Industrial Discharge Program Rigiflex Technology,Inc. 60896 607.83 Recomcilial User Fee Refund Program Robert P.Ghimlli 61164 232.60 MeetmglTraining Expanse Reimbursement Rockwell Engineering&Equipment Cm 61127 20,476.80 Repair&Maintenance Servlces and/or Supplies Ronald C.Cories 60962 340.00 MeetmglTraining Expense Reimbursement Roy M.Chikasawa 61027 5,816.83 Sewer Service Fee Rebate RPM Electric Motors 60701 77,057.05 Repair&Maintenance Services and/or Supplies Ryan Carroll 60975 28,485.43 Sewer Service Fee Rebate S.S.Mechnical Corporation 60708 125,229.00 Construction San Diego/Orange Ruid System Technologl 60897 205.03 Repair&Maintenance Services and/or Supplies E HIBITB nmzlair Page 7 of 10 121 Y013 Claims Paid From 1 Ill 6N3 to 11/30113 Return to Agenda Report Vendor Warrant No. Amount Description San Diego/Orange Fluid System Technologi 61128 919.27 Repair&Maintenance Services andlor Supplies Sanmina Corporation 60898 3,157.03 Reconciliation User Fee Refund Program SC Fuels 60899 1,487.91 Fuel and Lubricants SCAMIT 60900 15.00 Professional Services Sechrisl Industries Inc. 60901 4,402.29 Annual Reconciliation Industrial Discharge Program Securitas Security Services USA,Inc. 61129 400.00 Safety,Security,Health Equipment,Supplies,and Services Select Circuits 60902 382.27 Reconciliation User Fee Refund Program Sequoia Consultants,Inc. 60903 630.00 Professional SeraceslEngineering Design Services SFERS Real Estate Corp RR 61130 1,830.65 Sewer Service Fee Rebate Shamrock Supply Co.,Inc. 60904 1,523.92 Repair&Maintenance Services and/or Supplies Shea Propemies 61131 10,981.42 Sewer Service Fee Rebate Shuang Yin 60964 190.00 Meefing/haining Expense Reimbursement Shureluck Sales&Engineering 60905 491.62 Repair&Maintenance Services and/or Supplies Shureluck Sales&Engineering 61132 328.86 Repair&Maintenance Services and/or Supplies Siemens Technology 60906 148,86 Air Conditioner Automation System Siemens Water Technologies Corp. 1429 1,403.74 Repair&Maintenance Services and/or Supplies Siemens Water Technologies Corp. 1442 75.75 Repair&Maintenance Services and/or Supplies SKC West,Inc. 61134 898.13 Laboratory Services&Supplies Slayton Decadent Trust 60907 748.87 Annual Reconciliation Industrial Discharge Program So.Cal Gas Company 60908 2,306.59 Utilities Solt Cerritos 60909 2,666.14 Sewer Service Fee Rebate South Bay Chrome Sales 60910 483.89 Reconciliation User Fee Refund Program South Coast Water Co. 60911 5,173.% Reconciliation User Fee Refund Program Southern California Edison 60702 267,271.19 Utilities Southern California Edison 60912 970.66 Can Gen Proportional Disqualification-Income Taxes&Interest Southern Counties Lubricants 60913 292.96 Fuel and Lubricants SpaMlett-Dallas 61135 1,017.60 Miscellaneous Services Stadium Plan Business Park 60914 21,5n.59 Sewer Service Fee Rebate Stante,Consulting Services,Inc. 60915 1,924.00 Professional Services/Surveying Staples 60916 542.27 Office Supplies Staples 61136 3,155,64 Office Supplies Statek Corporation 60917 1,947.22 Reconciliation User Fee Refund Program Stericycle Inc 61137 615.21 Service Agreement Stowe Properties Trust 60918 1,080.09 Sewer Service Fee Rebels Summit Fluid Technologies,LLC 60919 4,204.08 Repair&Maintenance Services and/or Supplies Summit Fluid Technologies,LLC 61138 336.33 Repair&Maintenance Services and/or Supplies Summit Steal 1430 1,803.49 Repair&Maintenance Services and/or Supplies Summit Steel 1443 515.45 Repair&Maintenance Services and/or Supplies Sunclipse,Inc. 60920 2,935.90 Reconciliation User Fee Refund Program Sunclipse,Inw/Corm Kraft 60921 3,483.37 Reconciliation User Fee Refund Program Sunset Industrial Parts 60922 4,411.80 Repair&Maintenance Services and/or Supplies SWRCB Accounting Office 60703 538,004.00 Governmental Agency Fees&Charges Synagro West,Inc. 60704 846,448,99 Bionlids Management SYP-Manek Family Trust 61139 1,362.54 Sewer Service Fee Rebate Taylor Dunn 60923 2,461.39 Reconciliation User Fee Refund Program TCH Associates,Inc. 60924 1,034.60 Laboratory Services&Supplies Teledyne Instruments/Impulse,Inc. 60925 479.97 Laboratory Services&Supplies Teledyne lnstromentelinpulse,Inc. 61140 135.50 Laboratory Services&Supplies Thatcher Company Of California 60982 47,095.26 Chemicals,WaterlWastewater Treatment The Bceing Company 60691 343,855.48 Reconciliation User Fee Refund Program The Cei Group,Inc. 61141 2,087.82 Repair&Maintenance Services and/or Supplies The Hartwxll Corporation 60820 5,511.40 Reconciliation User Fee Refund Program The Scheeler Company 61143 1,900.00 Professional Services/Appraisal Summary Utility Easement Thermo Electron North America,L.L.C. 1431 3,271.32 Laboratory Services&Supplies Thermo Electron North America,L.L.C. 1444 7P.60 Laboratory Services&Supplies Thompson Industrial Supply,Inc. 1432 14,754.08 Repair&Maintenance Services and/or Supplies EXHIBIT B nrvzlalr Page 8 of 10 12un013 Claims Paid From 1 Ill 6N3 to 11/30113 Return to Agenda Report Vendor Warrant No. Amount Description Thompson Industrial Supply,Inc. 1445 4,589.17 Repair&Maintenance Services andlor Supplies Tim Lou 61168 514.W Meeting/training Expense Reimbursement Titus Industrial Group,Inc. 60926 5,062.23 Repair&Maintenance Services and Supplies Tanya Lock&Safe Service&Sales 60927 845.92 Repair&Maintenance Services and/or Supplies Total Resource Management,Inc. 60705 128,301.29 professional Services/Implementation of IBM Maxim Transcat 1448 367.38 Repair&Maintenance Services and/or Supplies Truck&Auto Supply,Inc. 60928 697.11 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Truck&Auto Supply,Inc. 61144 194.52 Autos,Trucks&Marine Equipment,Parts,Accessories&Services Tole RanchlMagan Farms 60706 285,540.52 Biosolids Management Tule RanchlMagan Fanns 61145 20,589.01 Biosolids Management T.Wheels One Planet 60930 408.97 Autos,Trucks&Marine Equipment,Parts,Accessories&Services U Line 60931 41.56 Miscellaneous Parts and Supplies U S Bank 60932 4,000.00 Annual COP Administrative Fee UCLA Institute of the Environment-Remi 61146 365.00 Coastal Water Quality Research Contribution Underground Service All of So.Calif 61147 1,882.50 Professional Services-Dig Alert Notifcation Service Union Bank of California 60933 1,660.00 Annual Administrative Fee for Series 2007A Certificates of Participation Union Bank of California 601 1,000.12 Banking Services United Direct Marketing 60936 992.69 Courier Services United Direct Marketing 61148 992.69 Courser Services United Parcel Service 60936 149.31 Freight Services United Parcel Service 61149 587.32 Freight Services United States Department Of The Treasury 61150 399.86 Judgments Payable Univar USA 60937 1,071.0 Miscellaneous Supplies US Airconditioning Distributors,Inc. 61151 511.22 Electrical Pans&Supplies US Peroxide,L.L.C. 60983 132,T43.54 Chemicals,WaterlWasteweter Treatment USC 60938 1,851.68 Professional Services/Studies Vain Corporation 1433 5,709.10 Repair&Maintenance Services and/or Supplies Valve Automation&Controls 60939 58.63 Repair&Maintenance Services and/or Supplies Val Products,Inc. 60940 7,436.15 ElectricapElectronic Equipment,Parts&Repairs Vasco Electra Fab,Inc.k2 60941 116.78 Reconciliation User Fee Refund Program Vag Fresh Farms,L.L.C. 60942 2,548.20 Reconciliation User Fee Refund Program Verne's Plumbing 60943 2,240.00 Plumbing Services&Supplies Verne's Plumbing 61152 280.00 Plumbing Services&Supplies Villa Park LP 60944 564.37 Sewer Service Fee Rebels Villa Park LP 60945 856.31 Sewer Service Fee Rebate Villa Park LP 60946 372.49 Sewer Service Fee Rebels Villa Park LP 61153 844.31 Sewer Service Fee Rebate Village Nurseries 61154 N." Repair&Maintenance Services and/or Supplies Vision Internet Providers,Inc 60947 350.00 Professional ServiceslWeb Design Services Vortex Corp. 14M 2,286.20 Repair&Maintenance Services and/or Supplies Vossler&Company 60948 856.82 Repair&Maintenance Services and/or Supplies MR SCIent6lc Products 60949 4,834.03 Laboratory Services&Supplies MR Scientific Products 61155 4,035.49 Laboratory Services&Supplies W.M.Lyles Co. 60984 150,128.50 Construction Waco Filter 60757 2,334.96 Repair&Maintenance Services and/or Supplies Water Education Foundation 60950 266.00 Professional Oryanization&Meeting/Training Registration Water Environment Federation 60951 249.00 Professional Organizations Meeting/TraininglMambemhip Waters Corporation 60952 2,046.80 Laboratory Services&Supplies Waste Sanitary Supply 60953 182.73 Janitor&Household Service&Supplies Waxie Sanitary Supply 61156 813.19 Janitor&Household Service&Supplies West Coast Arbonsts,Inc. 60951. 1,500.00 Landscape Maintenance Services West Coast Arbodsts,Inc. 61157 1,350.00 Landscape Maintenance Services West Lite Supply Company,Inc. 60955 887.81 ElectricallElectronic Equipment,Pans&Repairs Westminster Investments,LLC 60956 23,350.30 Sewer Servlce Fee Rebate Wilson Tri-Freeway LLC 61158 661.60 Sewer Service Fee Rebate Wined..(Brea) 60957 4,571.97 Annual Reconciliation Industrial Discharge program EXHIBIT B nmzlalr Page 9 of 10 121402013 Claims Paid From 11F1 W13 to 11/30113 Return to Anemia Report Vendor Warrant No. Amount Description M Electronics.Inc. 60720 473.68 Reconciliation User Fee Refund Program Yale/Chase Matenals Handling,Inc. 60958 667.74 Electrical/Electronic Equipment,&Electric Cart Parts&Repairs Yorba Linda Water District 61160 51.60 Utilities Yorke Engineering,L.L.C. 60959 5,670.00 Professional Services-Audit 24 Hour Fire Protection,Inc. 60710 1,776.25 Repair&Maintenance Services andlor Supplies 43204360 LP 60711 706.63 Sewer Service Fee Rebate 43204WO LP,4340 Campus Dr 60985 673.55 Sewer Service Fee Rebate 43204360 LP,4360 Campus Dr 60986 632.43 Sewer Service Fee Rebate 41MPRINT,INC. 60987 1,M.17 Miscellaneous Services Total Accounts Payable-Warrants $ 5,638,647.05 Payroll Disbursements Employee Paychecks 52069 - 52108 $ 90,703.02 Biweekly Payroll(11/27/13) Employee Paychecks 521M 52131 3,756.33 Interim Payroll-AREA if 1127113) Employee Paychecks 52132 - 521M 2,853.86 Interim Payroll-Coned AREA Payment(11/27/13) Employee Paychecks 52135 - 52138 645.71 Interim Payroll-Correct 0CERS Payment(I la7/13) Direct Deposit Statements M6336 -346892 1,382,171.77 Biweekly Payroll(11/27/13) Direct Deposit Statements M6893 -M7075 44,349.52 Interim Payroll-ARBA(11/27/13) Total Payroll Disbursements $ 1,524,480.21 0 Wire Transfer Payments OCSD Payroll Takes&Contributors $ 784,l N.95 Biweekly Payroll(11127113) Union Bank of Califomia 75,000.00 Workers'Compensation Services(11127113) W.M Lyles 1,381,139.30 Construction P2-89/PP11 (11121113) W.M Lyles 3,271.80 Construction J-12WP16(11121/13) Total Wim Transfer Payments $ 2.243.516.05 Total Claims Paid 11116113.11/30113 $ 9,406,643.31 1M1011r Page 10 of 10 EXHIBIT BIT B ITEM NO. 3 Orange County Sanitation District MINUTES BOARD MEETING November 20, 2013 1 SANITgTj�y Q ? ¢ e� o � Fcl�N HE Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 11/20113 Minutes of Board Meeting Page 1 of 8 ROLL CALL A regular meeting of the Board of Directors of the Orange County Sanitation District was held on November 20, 2013, at 6:35 p.m., in the Administration Building. Director Fred Smith delivered the invocation and led the Pledge of Allegiance. The Clerk of the Board declared a quorum present as follows: ACTIVE DIRECTORS ALTERNATE DIRECTORS X Troy Edgar, Chair Richard Murphy X John Anderson, Vice Chair Gene Hernandez X Tom Beamish Rose Espinoza X David Benavides Sal Tinajero X Steven Choi Christina Shea X Keith Curry Rush Hill X Tyler Diep Al Krippner X James M. Ferryman Bob Ooten Steven Jones Kris Beard X Peter Kim Gerard Goedhart X Lucille Kring Jordan Brandman X Michael Levitt Gordon Shanks Brett Murdock Roy Moore X Steve Nagel Mark McCurdy X Prakash Narain Doug Bailey X Scott Nelson Constance Underhill X Janet Nguyen (arrived 7:11 p.m.) Shawn Nelson X John Nielsen JerryAmante X Brad Reese Greg Mills X Gregory Sebourn Jan Flory X Joe Shaw Joe Carchio X David Shawver Carol Warren X Fred Smith Steve Berry Teresa Smith Mark Murphy X John Withers Douglas Reinhart STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Bob Ghirelli, Assistant General Manager; Nick Kanetis, Director of Engineering, Nick Arhontes, Director of Facilities Support Services; Ed Torres, Director of Operations and Maintenance; Lorenzo Tyner, Director of Finance & Administrative Services; Jeff Reed, Director of Human Resources; Kelly A. Lore, Secretary Pro Tem; Janine Aguilar; Jennifer Cabral; Dean Fisher; Norbert Gaia; Al Garcia; Tod Haynes; Mark Kawamoto; Andrew Nau; Joan Parker-Frey; Lisa Rothbart; Rich Spencer; Rob Thompson; and Paula Zeller. 11/20/13 Minutes of Board Meeting Page 2 of 8 OTHERS PRESENT: Brad Hogin, General Counsel, and Jim Ruth, Consultant. PUBLIC COMMENTS: None. REPORTS: Nick Kanetis, Director of Engineering, presented a service award to Joan Parker-Frey, Engineering Assistant II, for her 25 Years of Service with OCSD. Vice-Chair John Anderson announced his resignation from the OCSD Board of Directors effective November 21, 2013, and stated how proud he was to have served on the Board and be a part of its many accomplishments. Chair Edgar distributed a Memorandum to the Board regarding: Vice-Chair Anderson's resignation; the accomplishments of the Board; and notification that nominations and election for a Vice-Chair will take place at the next regularly scheduled Board Meeting. Chair Edgar announced that he has appointed Director Keith Curry to the open, at-large vacancy on the Steering Committee. Chair Edgar provided a brief report from the recent Legislative and Public Affairs Special Meeting that took place on November 12, 2013. Jim Herberg, General Manager, announced that on November 21, 2013, he would attend the ACC-OC planning session for the Infrastructure Summit Planning Committee. He also stated that the Strategic Plan update was presented to the Steering Committee and is recommended for the Board's approval tonight. He thanked the Board and staff for their support and direction. Mr. Herberg also announced that the Draft Environmental Impact Report (DEIR) for the Southwest Costa Mesa Trunk Sewer has been released to the public, and that a public hearing will be held at Plant 2 on December 3, 2013 at 6:30 p.m. RATIFICATION OF PAYMENT OF CLAIMS: 1. MOVED, SECONDED, AND DULY CARRIED: Ratify payment of claims of the District, by roll call vote, as follows: Claims Paid for the Period Ending: 10/15/13 10/31/13 Totals $17,516,127.77 $10,909,610.64 11/20/13 Minutes of Board Meeting Page 3 of 8 Director Curry and Diep abstained. Director Shawver abstained on Claim No. 59573 and Claim No. 60097. CONSENT CALENDAR: 2. MOVED, SECONDED, AND DULY CARRIED: A. Approve minutes for the Regular Board Meeting held on October 23, 2013; and B. Approve minutes for the Special Board Meeting held on November 6, 2013. 3. MOVED, SECONDED, AND DULY CARRIED: Approve a Quitclaim Sewer Transfer Agreement between Orange County Sanitation District and the City of Huntington Beach transferring ownership of 21.1 linear feet of local sewer and one manhole in Magnolia Street to the City of Huntington Beach at no cost to OCSD, in a form approved by General Counsel. STEERING COMMITTEE: Kelly Lore, Secretary Pro Tem, announced Agenda Item 4, the Minutes from the October 23, 2013, Steering Committee will be corrected as follows: • Under General Manager's Report, the word November will be replaced with October. • Under Action Item 4.B. the word COSD will be replaced with OCSD. 4. MOVED, SECONDED, AND DULY CARRIED: Approve the CORRECTED minutes for the Steering Committee Meeting held on October 23, 2013. 5. MOVED, SECONDED, AND DULY CARRIED: A. Approve the Five-Year Strategic Plan dated November 2013; and B. Direct staff to implement the goals and levels of service contained in the Plan. OPERATIONS COMMITTEE: 6. MOVED, SECONDED, AND DULY CARRIED: Approve Minutes of November 6, 2013, Operations Committee meeting. 7. MOVED, SECONDED, AND DULY CARRIED: Authorize the General Manager to negotiate a Professional Consultant Services Agreement with Brown & 11/20/13 Minutes of Board Meeting Page 4 of 8 Caldwell for construction support services for the Newport Force Main Rehabilitation, Project No. 5-60. 8. MOVED, SECONDED, AND DULY CARRIED: Authorize the General Manager to negotiate a Professional Consultant Services Agreement with Black & Veatch Corporation (Black & Veatch) for construction support services for CenGen Emissions Control, Project No. J-111. 9. MOVED, SECONDED, AND DULY CARRIED: Authorize the General Manager to negotiate a Professional Consultant Services Agreement with HH Framer Architects, Inc. (HH Framer) for construction support services for the Operations Center Entrance/Building Repairs, Project No. J-122. 10. MOVED, SECONDED, AND DULY CARRIED: A. Award a contract to the lowest responsive and responsible bidder, Danny Letner DBA Letner Roofing Company, for Plant 2 Operations Center Roof Replacement Specification No. FR13-006, for a total amount not to exceed $220,000; and B. Approve a contingency of$44,000 (20%). 11. MOVED, SECONDED, AND DULY CARRIED: A. Approve Amendment No. 2 to the Professional Design Services Agreement with Atkins North America, Inc. for Final Effluent Sampler and Building Upgrades, Project No. J-110, for an additional amount of $163,300, increasing the total amount not to exceed $2,068,891; and B. Approve a contingency increase of $71,865 for a total contingency of $248,267 (12%). 12. MOVED, SECONDED, AND DULY CARRIED: A. Approve a Professional Consultant Services Agreement with The Austin Company to provide construction support services for Maintenance Area Building Improvements and Building H Demolition, Contract No. P1-115A, part of Title 24 Access Compliance and Building Rehabilitation Project, Project No. P1-115, for an amount not to exceed $606,622; and, B. Approve a contingency of$60,662 (10%). 13. MOVED, SECONDED, AND DULY CARRIED: A. Rescind July 24, 2013 Board Meeting Minute Order#4 awarding a service contract to Specialized Reuse and Recycling for biosolids hauling service bid, Specification No. S-2013-57913D, due to the vendor's failure to comply with insurance requirements; and 11/20/13 Minutes of Board Meeting Page 5 of 8 B. Award a service contract to the second lowest responsive and responsible bidder, Sierra Transport, Inc., for Specification No. S-2013-579BD, to haul the Orange County Sanitation District's biosolids from Reclamation Plant No. 1 and/or Treatment Plant No. 2 to Orange County Waste and Recycling's Prima Deshecha landfill, for the period from December 2, 2013 through December 1, 2014, at the unit price of $12.80 per ton coupled with a fuel surcharge, for an estimated annual contract amount not to exceed $473,000 per year, with four one-year renewal options; and C. Approve hauling to alternative sites at a unit price of $2.75/ton/mile within 50-100 miles and $2.35/ton/mile within 101-200 miles; and D. Approve a (10%) unit price contingency for both primary and alternate unit prices. 14. MOVED, SECONDED, AND DULY CARRIED: Ratify the General Manager's Use of Emergency Purchasing Authority Pursuant to Delegation of Authority Resolution 07-04, Section 3.09, approving a contingency increase of $1,237,800 (20%) to the construction contract with Mike Bubalo Construction Co., Inc. for the Dover Drive Trunk Sewer Relief, Contract No. 5-63, for a total contingency of $1,856,700 (30%). 15. MOVED, SECONDED, AND DULY CARRIED: A. Approve a budget decrease of $800,000 to Title 24 Access Compliance and Building Rehabilitation Project, Project No. P1-115, for a total budget of$31,982,778. B. Establish a budget for Administrative Facilities Implementation Planning, Project No. SP-194, in the amount of$800,000; and C. Authorize the General Manager to issue a Request for Proposal for architectural and engineering services to prepare an Administrative Facilities Implementation Plan for the replacement of Orange County Sanitation District's existing administration facilities as part of said project; and D. Authorize the General Manager to negotiate a Professional Services Agreement for said project with the most qualified firm to be awarded at a future Board of Director's meeting. ADMINISTRATION COMMITTEE: 16. MOVED, SECONDED, AND DULY CARRIED: Approve Minutes of the November 13, 2013 Administration Committee Meeting. 11/20/13 Minutes of Board Meeting Page 6 of 8 17. MOVED, SECONDED, AND DULY CARRIED: Receive and file the Sanitation District's Comprehensive Annual Financial Report for the year ended June 30, 2013, prepared by staff and audited by McGladrey, Certified Public Accountants, along with the following reports prepared by McGladrey: A. Report to the Administration Committee; and B. Report on Internal Controls; and C. Independent Accountants' Report on Agreed-Upon Procedures Applied to Appropriations Limit Worksheets. NON-CONSENT: 18. A. MOVED, SECONDED, AND DULY CARRIED to read Ordinance No. OCSD-44 by title only and waive further reading of said entire Ordinance; and Secretary Pro Tem, Kelly Lore, read aloud, by title only, Ordinance No. OCSD-44 "An Ordinance of the Board of Directors of Orange County Sanitation District Establishing Requirements and Procedures for the Purchase of Goods, Services, and Public Works Projects." The Board took the following action: MOVED, SECONDED, AND DULY CARRIED: B. Adopt Ordinance No. OCSD-44, entitled "An Ordinance of the Board of Directors of Orange County Sanitation District Establishing Requirements and Procedures for the Purchase of Goods, Services, and Public Works Projects'; and C. Direct the Clerk of the Board to publish a summary of the Ordinance as required by law. LEGISLATIVE AND PUBLIC AFFAIRS SPECIAL COMMITTEE: 19. A. Receive and file the minutes of the October 17, 2013 meeting of the Legislative and Public Affairs Special Committee; and B. Receive and file the minutes of the November 12, 2013 meeting of the Legislative and Public Affairs Special Committee. 11/20/13 Minutes of Board Meeting Page 7 of 8 CLOSED SESSION CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS: 54956.9(d)(1), and 54957.6. The Board convened in closed session at 7:06 p.m. to discuss two items. Confidential Minutes of the Closed Session have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Meetings. Director Janet Nguyen arrived at 7:11 p.m. RECONVENE IN REGULAR SESSION: The Board reconvened in regular session at 7:25 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin reported that the Board voted unanimously in closed session, to accept a signed settlement offer from Santa Ana Watershed Project Authority (SAWPA) to settle the pending arbitration. The substance of the agreement was as follows: The Pipeline Capacity Agreement attached to the agreement will be amended, to allow for sudden, unanticipated surges up to 33 million gallons per day during dry weather, as long as the surges do not exceed a one-hour duration and occur not more than once in any 24 hour period and do not cause sewer spills, damage or a threat to health and safety. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: The Chair adjourned the meeting at 7:28 p.m. until the next Regular Board Meeting on December 18, 2013 at 6:30 p.m. Kelly A. Lore, Secretary Pro Tem 11/20/13 Minutes of Board Meeting Page 8 of 8 BOARD OF DIRECTORS Meeting Bate Meeting Date -- 12/18/13 AGENDA REPORT Item Number emNumber a Orange County Sanitation District FROM: James D. Herberg, General Manager Originators: Robert P. Ghirelli, Assistant General Manager SUBJECT: PROPOSED BOARD OF DIRECTORS & COMMITTEE MEETING DATES FOR YEAR 2014. GENERAL MANAGER'S RECOMMENDATION Approve the calendar of meeting dates for the 2014 calendar year for meetings of the Board of Directors and the following standing Committees: Steering, Operations, and Administration. SUMMARY According to Resolution OCSD 10-06 - Rules of Procedure for the Conduct of Business of the District, Section (1)(a), a regular monthly meeting of the Board of Directors of the District will be held on the fourth Wednesday of every month at 6:30 p.m. The three standing committees meet as follows: • Operations Committee First Wednesday of every month at 5:00 p.m. • Administration Committee Second Wednesday of every month at 5:30 p.m. • Steering Committee Fourth Wednesday of every month at 5:30 p.m. Staff is recommending the following dates for the 2014 calendar year. Should the need arise for a change in date or time, advanced notice will be given to the Board or Committee. The recommended dates for the 2014 calendar year are: Operations Committee Administration Committee Board & Steering January, 2014* January, 2014* January 22, 2014 February 5, 2014 February 19, 2014** February 26, 2014 March 5, 2014 March 12, 2014 March 26, 2014 April 2, 2014 April 9, 2014 April 23, 2014 May 7, 2014 May 14, 2014 May 28, 2014 June 4, 2014 June 11, 2014 June 25, 2014 July 2, 2014 July 9, 2014 July 23, 2014 August, 2014 * August, 2014 * August 27, 2014 September 3, 2014 September 10, 2014 September 24, 2014 October 1, 2014 October 8, 2014 October 22, 2014 Page 1 of 2 November 5, 2014 November 12, 2014 November 19, 2014*** December 3, 2014 December 10, 2014 December 17, 2014*** *Meeting not scheduled. **Meeting scheduled to take place third Wednesday of the month due to Lincoln's Birthday Holiday. **Meeting scheduled to take place the third Wednesday of the month due to Thanksgiving&Christmas Holidays. Page 2 of 2 BOARD OF DIRECTORS Meeting Dare I T0.1 Dir. rz/rs/13 AGENDA REPORT Item Number Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering Project Manager: Victoria Pilko SUBJECT: NEWHOPE-PLACENTIA & CYPRESS TRUNK REPLACEMENTS, PROJECT NO. 2-65 GENERAL MANAGER'S RECOMMENDATION Approve Amendment No. 2 to the Reimbursement Agreement with the City of Fullerton for Newhope-Placentia & Cypress Trunk Replacements, Project No. 2-65. SUMMARY The City of Fullerton (City), in conjunction with Orange County Transportation Authority (OCTA) is performing the State College Boulevard Grade Separation Project (Grade Separation Project) which consists of lowering the grade of State College Boulevard so it passes underneath the railroad tracks. Construction of the Grade Separation Project will require the abandonment, realignment, and upsizing to an Orange County Sanitation District (Sanitation District) pipeline within the project limits (Sewer Modification Project). Additionally, to address existing hydraulic limitations, this Sewer Modification Project includes upsizing of a Sanitation District pipeline downstream of the project limits to Kimberley Avenue. A Reimbursement Agreement (Agreement) was previously authorized by the Sanitation District Board of Directors to compensate the City for the work to the Sanitation District facilities for both of these efforts. This Amendment to the Agreement provides reimbursement for Construction Management and Designer of Record engineering services related to the work on Sanitation District facilities. The original Agreement did not include these engineering services as these were contemplated to be contracted once the project completed design and the scope of work was finalized. A Request for Proposal (RFP) was issued by the City and firms have been selected to perform the required services. The City advertised the project for construction bid and bids have been received. Based on the bid amounts, the costs for construction are anticipated to be lower than originally estimated. This Amendment provides for the redistribution of construction cost reimbursement amounts in order to accommodate the engineering services for Construction Management and Designer of Record support. With this action, there is no change to the previously authorized agreement amount of $5,050,000. Page 1 of 3 PRIOR COMMITTEE/BOARD ACTIONS June 2013 - Approved Amendment No. 1 to the Reimbursement Agreement with the City of Fullerton by adding a Buy America clause pursuant to federal requirements. July, 2011 — Approved a Reimbursement Agreement with the City of Fullerton for costs incurred for the modification of Sanitation District facilities within State College Boulevard in an amount not to exceed $5,050,000 in a form approved by General Counsel. ADDITIONAL INFORMATION The City is contracting with an independent engineering consulting firm for construction management services in order to provide oversight for the Grade Separation Project. This same construction manager will oversee and administer the Sanitation District Sewer Relocation and Sewer Extension Projects as part of the overall Grade Separation Project. The City is also contracting for Designer of Record services to continue the engineering services needed by the sewer pipeline design engineer through the course of construction. The Sanitation District will provide construction inspection for the Sanitation District facilities to confirm the constructed facilities are in conformance with the Sanitation District standards. In June 2013, the City advertised an RFP for Construction Management Services and subsequently shortlisted five proposals for the interviews. On July 11, 2013, interviews were conducted with AECOM, RTEA, CH2MHill, ATHALYE, and Hill International by the City of Fullerton, OCTA, and Sanitation District representatives. Cost proposals were submitted separately and were not part of evaluation criteria. Hill International was unanimously chosen as the most qualified company to perform Construction Management Services for the State College Grade Separation Project. On November 4, 2013, four bids were received by the City for construction of the Grade Separation Project. Based on the bids received, it is anticipated that the construction reimbursement amount will be lower than originally anticipated. The proposed Amendment No. 2 to the Agreement will reduce the maximum construction reimbursement for the Sanitation District projects to an amount not to exceed $4.1 Million as compared to the $4.8 Million originally budgeted. The difference in cost will be redistributed within the Agreement to provide for the Construction Management and Designer of Record engineering services reimbursement with an amount not to exceed $600,000 and $100,000, respectively. These amounts include administrative fees stipulated in the Agreement and amounts for potential changes during construction. Additionally, the Agreement includes an amount not to exceed $250,000 for the engineering design services for the Sewer Extension Project. The total authorized amount of the reimbursement agreement remains unchanged at $5,050,000. CEQA The City of Fullerton as lead agency has filed all required CEQA documentation. Page 2 of 3 BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. The project budget is sufficient for the recommended action (FY2013-14 Budget Update, Page A-8). Date of Auoroval Contract Amount Contingency 07/27/11 $5,050,000 N/A 06/28/13 $0 N/A 12/18/13 $0 N/A $5,050,000 ATTACHMENTS The following attachment is available to be viewed on-line at the OCSD website(www.ocsd.com) with the complete agenda package: Amendment No. 2 to Reimbursement Agreement VP:dm:gc Page 3 of 3 Return to Mende Report AMENDMENT NO.2 TO AGREEMENT BETWEEN THE ORANGE COUNTY SANITATION DISTRICT(OCSD) AND THE CITY OF FULLERTON FOR DESIGN AND CONSTRUCTION OF OCSD SEWER FACILITIES IN CONJUNCTION WITH STATE COLLEGE BOULEVARD GRADE SEPARATION THIS AMENDMENT NO. 2, is made and entered into and effective on this day of 2013, ("Effective Date"),by and between the: ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District,hereinafter referred to as "OCSD'; AND CITY OF FULLERTON, California, A Municipal Corporation,hereinafter referred to as "City." OCSD and City are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as "Parties." RECITALS WHEREAS, The City and OCSD entered into an Agreement entitled "Agreement Between the Orange County Sanitation District(OCSD) and the City of Fullerton for Design and Construction of OCSD Sewer Facilities in Conjunction with State College Boulevard Grade Separation Project", dated August 24, 2011, (hereinafter "Agreement") attached hereto as Attachment A, which sets forth the duties and obligations between the City and OCSD concerning the relocation of OCSD's facilities for the State College Boulevard Grade Separation Project("Grade Separation Project"); and WHEREAS, the Parties entered into Amendment No. 1 on June 26, 2013, attached hereto as Attachment B, to add Section 21 to include a Buy America clause and comply with the Federal Highway Administration (FHWA) Buy America Requirements pursuant to 23 CFR §635.410 and 23 U.S.C. §313 due to the use of Federal funding for the Grade Separation Project; and WHEREAS, the Parties agreed to further amend the Agreement prior to the award of the construction contracts to specify the amount to be reimbursed to City for OCSD's share of the cost of the contract to be let by the City for construction management and support services for the Grade Separation Project; and WHEREAS, OCSD has agreed to reimburse the City for its share of the construction management and support services contract; and Page 1 of 5 932073.2 Return to Aaenda Report WHEREAS, the Parties wish to revise the funding and OCSD's reimbursement amounts based on the construction bids awarded by the City for the Grade Separation Project. NOW, THEREFORE, in consideration of the mutual promises set forth herein, the City and OCSD agree as follows: I. Amendment to Reimbursement for Sewer Modification Project. Subdivision II of Section 4 of the Agreement is hereby amended to read as follows: A. OCSD's obligation to reimburse the City hereunder for the Sewer Modification Project shall not exceed a cumulative total of Two Million Five Hundred Thousand Dollars ($2,500,000), including but not limited to construction costs, reimbursements, fees, and administration costs, unless otherwise approved by OCSD's Board of Directors. The City agrees to notify OCSD at the earliest opportunity if OCSD's share of the costs for the Sewer Modification Project is expected to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) anytime during construction. If reimbursement over and above Two Million Five Hundred Thousand Dollars ($2,500,000) is requested by City, OCSD will request approval from the Board of Directors to increase the maximum reimbursement amount. If OCSD's obligation to reimburse the City for the construction of the Sewer Modification Project exceeds Two Million Five Hundred Thousand Dollars ($2,500,000), the City shall not be responsible for bearing OCSD's excess share. The City shall promptly inform OCSD of any proposed change to the construction of the Sewer Modification Project and Sewer Extension Project Any such change shall be subject to OCSD's approval, which OCSD shall not unreasonably withhold. 2. Amendment to Reimbursement for Sewer Extension Project. Subdivision III.B of Section 4 of the Agreement is hereby amended as follows: B. OCSD's obligation to reimburse the City hereunder for the Sewer Extension Project shall not exceed One Million Six Hundred Thousand Dollars ($1,600,000), including but not limited to construction costs, reimbursements, fees, and administration costs, unless otherwise approved by OCSD's Board of Directors. The City agrees to notify OCSD at the earliest opportunity if OCSD's share of the costs for the Sewer Extension Project is expected to exceed One Million Six Hundred Thousand Dollars ($1,600,000)anytime during construction. If the cost is anticipated to exceed One Million Six Hundred Thousand Dollars ($1,600,000), OCSD will seek approval from the Board of Directors for the additional cost. City shall not be responsible for any costs related to the Sewer Extension Project. The City shall promptly inform OCSD of any proposed change to the construction of the Sewer Modification Project and Sewer Extension Project. Any such change shall be subject to OCSD's approval, which OCSD shall not unreasonably withhold. 3. Reimbursement for City's Construction Management and Support Services. Subdivision W is hereby added to Section 4 of the Agreement to read as follows: Page 2 of 5 932073.2 Return to Mende Report W. Reimbursement for OCSD's share of Construction Management and Support Services. A. Construction Management and Support Services Contract. OCSD will reimburse the City for construction management and support services contract costs in the amount not to exceed Six Hundred Thousand Dollars ($600,000). The City agrees to notify OCSD at the earliest opportunity if OCSD's share is expected to exceed Six Hundred Thousand Dollars ($600,000) anytime during construction. If OCSD's share of the cost for construction management and support services is anticipated to exceed Six Hundred Thousand Dollars ($600,000), OCSD will seek approval from the Board of Directors for the additional cost. If OCSD's obligation to reimburse the City for construction management and support services exceeds Six Thousand Dollars ($600,000), the City shall not be responsible for bearing OCSD's excess share. The General Manager is authorized to approve change orders and amendments subject to this not to exceed amount. The City shall promptly inform OCSD of any proposed change to the construction management and support services contract affecting the construction of the Sewer Modification Project and Sewer Extension Project. Any such change shall be subject to OCSD's approval,which OCSD shall not unreasonably withhold. B. Designer of Record Construction Support. OCSD will reimburse the City for Designer of Record Construction Support costs in the amount not exceed One Hundred Thousand Dollars ($100,000). The City agrees to notify OCSD at the earliest opportunity if OCSD's share is expected to exceed One Hundred Thousand Dollars ($100,000) anytime during construction. If OCSD's share of the cost for Designer of Record Construction Support services is anticipated to exceed One Hundred Thousand Dollars ($100,000), OCSD will seek approval from the Board of Directors for the additional cost. If OCSD's obligation to reimburse the City for Designer of Record Construction Support exceeds One Hundred Thousand Dollars ($100,000), the City shall not be responsible for bearing OCSD's excess share. The City shall promptly inform OCSD of any proposed change to the Designer of Record construction support services contract affecting the construction of the Sewer Modification Project and Sewer Extension Project. Any such change shall be subject to Page 3 of 5 932073.2 Return to Mende Report OCSD's approval, which OCSD shall not unreasonably withhold. 4. No Other Changes. This Amendment No. 2 is supplemental to the Agreement and Amendment No. 1, and is by reference made part of said Agreement. All of the terms, conditions, and provisions of the Agreement and Amendment No. 1,unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement and Amendment No. 1, the provisions of this Amendment shall in all respect govern and control. Unless otherwise specifically defined herein, terms used in this Amendment shall have the same meaning as ascribed to them in the Agreement. The execution and delivery of this Amendment shall not operate as a waiver of or, except as expressly set forth herein, an amendment of any right,power or remedy of either party in effect prior to the date hereof. 5. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the Parties hereto may execute this Amendment by signing any such counterpart. [SIGNATURES ON FOLLOWING PAGE] Page 4 of 5 932073.2 Return to Mende Report IN WITNESS WHEREOF, the Parties have executed this Amendment No.1 to the Agreement as of the Effective Date set forth above. ORANGE COUNTY SANITATION DISTRICT: By: Print Name: Troy Edgar Title: Chair, Board of Directors ATTEST: By: Print Name: Maria Ayala Title: Clerk of the Board, Board of Directors APPROVED AS TO FORM: By: Bradley R. Hogin General Counsel CITY OF FULLERTON By: Print Name: Title: ATTEST: By: Print Name: Title: APPROVED AS TO FORM: By: City Attorney Page 5 of 5 932073.2 Attachment"A" Return to Mende Rom AGREEMENT BETWEEN THE ORANGE COUNTY SANITATION DISTRICT(OCSD) AND THE CITY OF FULLERTON FOR DESIGN AND CONSTRUCTION OF OCSD SEWER FACILITIES IN CONJUNCTION WITH STATE COLLEGE BOULEVARD GRADE SEPARATION PROJECT THIS AGREEMENT ("Agreement"), is made and entered into on this 24 day of ,2011,by and between the: ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District, hereinafter referred to as 'WSD"; AND CITY OF FULLERTON, California, a Municipal Corporation,hereinafter referred to as"City." OCSD and City are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as"Parties." RECITALS WHEREAS, OCSD is a duly organized County Sanitation District existing pursuant to the County Sanitation District Act, California Health and Safety Code section 4700, et seq., providing for the ownership,operation,and maintenance of wastewater collection,treatment,and disposal facilities within Orange County,California;and WHEREAS, City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California;and WHEREAS, OCSD owns, operates and maintains two sewer mains within the City located beneath a street called State College Boulevard between Kimberley Avenue to the south and Walnut Avenue to the north. The sewer facilities consist of one 10 to 12-inch sewer located along the west side of State College Boulevard and one I8-inch sewer located along the east side of State College Boulevard. WHEREAS, the sewers and manholes within this area currently allow maintenance access and are within the City of Fullerton public right of way; and WHEREAS, The City is performing the "State College Boulevard Grade Separation Project" (Grade Separation Project) which consists of lowering the grade of State College Boulevard's roadway so it passes underneath (underpass) the railroad tracks owned by Burlington Northern Santa Fe Railway (BNSF) located immediately north of State College Boulevard and Valencia Drive intersection. Modifications to existing OCSD facilities within the 1 of 11 1R195.1 Return to Mends Report Grade Separation Project area includes the abandonment of a portion of the existing 10 to 12- inch sewer main and the upsizing as well as realignment of an 18-inch sewer main (Sewer Modification Project). The City finds that it is possible for the City to Cow the needed Sewer Modification Project to be included as a pan of the Grade Separation Project and WHEREAS, OCSD desires to extend the installation of a sewer pipe of equivalent size downstream of the Grade Separation Project's southernmost limit south to Kimberley Avenue (Sewer Extension Project); and WHEREAS, the City and OCSD desire to perform the construction of the Grade Separation Project, the Sewer Modification Project, and the Sewer Extension Project simultaneously to minimize the impacts to the environment, the public, and the surrounding homeowners;and WHEREAS, City has agreed to design, administer and manage a construction contract for the construction of the Sewer Modification Project and the Sewer Extension Project. Both Projects are shown in"Exhibit A",attached hereto and incorporated in full by this reference; and WHEREAS, the Parties agree to enter into a separate agreement for construction management and support services prior to the award of construction contracts;and WHEREAS, OCSD hereby agrees to reimburse the City for the Sewer Modification Project and the Sewer Extension Project costs upon completion subject to the conditions set forth herein below; and WHEREAS, the Parties agree to enter into an Agreement for the work as described above in a manner and subject to the conditions set forth below. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties hereto agree as follows: Section 1: Recitals. The Recitals above are deemed true and correct, are hereby incorporated in this Section as though fully set forth herein, and each Party to this Agreement acknowledges and agrees that they are bound by the same. Section 2: Elements of Agreement. City and OCSD will work cooperatively together so the City's Grade Separation Project and OCSD's Sewer Modification Project and Sewer Extension project can be constructed in a manner that minimizes the costs and impacts to the public. The specific terms and conditions governing the elements of this Agreement are set forth hereinafter. Section 3: Citv's Specific Obligations. 1. Sewer Modification Project and Sewer Extension Project: 2 of 11 772195.1 Return to Aaenda Report A. City will be responsible for compliance with the California Environmental Quality Act ("CEQA") (Pub. Resources Code, Section 21000 at seq.). The City will be the Lead Agency for purposes of the CEQA and, in such capacity,will conduct the applicable environmental review. City will supply to OCSD copies of the City-approved environmental documents for OCSD's files. B. City will enter into and administer contracts for the design services necessary to modify OCSD sewer facilities for the Sewer Modification Project and the Sewer Extension Project which includes contracting with the necessary engineering consulting services to accomplish the design efforts. C. City will submit prepared plans and specifications for the design and construction of the Sewer Modification Project and the Sewer Extension Project for review and approval by OCSD. The plans and specifications will meet OCSD's standards and technical requirements. OCSD will not unreasonably withhold its approval of the plans and specifications. D. City will issue a public works bid package as well as administer and enter into a construction contract in accordance with the plans and specifications reviewed and approved by OCSD. E. Upon determination of the successful bidder,City will submit information to OCSD for their files. F. City will obtain all necessary permits from federal, state, and local authorities,and BNSF. G. For the duration of project construction,the City will: a. Promptly inform OCSD of any proposed changes to the construction contract as it relates to OCSD's facilities. Copies of proposed changes affecting OCSD will be provided to OCSD within five (5) working days of submission to City. All changes will be subject to OCSD's approval. OCSD agrees not to unreasonably withhold its approval; b. Provide OCSD staff with contractor schedules and updates within five (5)days of acceptance by City staff and; c. Invite OCSD staff to construction progress meetings. d. Notify OCSD 48 hours prior the need for an inspection. 3 of 11 r)r193J Return to Mende Report H. City will document and inform OCSD of the date of final acceptance, which is the date when the Notice of Completion is filed. 1. City will obtain on behalf of OCSD a one-year warranty on the work to be performed for all of OCSD sewer facilities from City's construction contractor. Such warranty will read as follows: J "Contractor guarantees for a period of one(1)year from the date of final acceptance of the work by City(for OCSD) that the Contractor will repair or remove and replace any work, together with any other work which may be displaced in so doing, that is found to be defective in workmanship and/or materials without any expense to City or its assigns, ordinary wear and tear excepted. If Contractor jails to comply with this warranty within one(1)week after being notified in writing, City(OCSD)or its assigns are authorized to proceed to have the defects remedied at Contractor's expense. Contractor will pay the cost and charges thereof immediately on demand. 1f, in the opinion of City (OCSD) or its assigns, defective work detected during the guarantee period creates a dangerous condition or requires immediate correction or modification to prevent further loss to City(OCSD) or its assigns or to prevent interruption of City's (OCSO) or its assigns' operations, City (OCSD) or its assigns will be authorized to repair the condition without prior notice to the Contractor and Contractor will pay the cost and charges thereof immediately upon demand. Contractor's obligations under this section are in addition to Contractor's other express or implied assurances under the Construction Contract and State law and in no way diminish any other rights that City(OCSD)or its assigns may have against Contractor for faulty materials, equipment, or work Contractor agrees that this warranty and guarantee will be freely assignable to the Orange County Sanitation District without any further notice to or consent from Contractor. The Faithful Performance Bond and Labor and Materials Bond required under the Agreement will continue in full force and effect for the guarantee period" 11. Sewer Modification Project A. City will grant to OCSD a non-exclusive easement along the new sewer alignment in which other utilities may be located. Easement language and alignment will be reviewed by OCSD staff prior to acceptance. Section 4: OCSD's Specific Obligations. 1. Sewer Modification Project and Sewer Extension Project A. OCSD will provide,at OCSD's expense, inspection services for all OCSD sewer facilities as it deems necessary to assure compliance with the approved Plans and Specifications, including, but not limited to, shop 4 of 11 nziss.r Return to Mende Report drawing review and/or material inspection thereof provided that OCSD inspectors are provided uninhibited access to the project area and an adequate on-site work space to perform such services. OCSD will promptly notify City if any portion of the work appears not to conform to the Plans and Specifications, and will work with the City to resolve all discrepancies. B. OCSD will respond to City's request for an inspection within 48 hours. OCSD will be responsible for Contractor's downtime due to failure to comply with this provision. C. Upon receipt of invoices and supporting documentation from City detailing OCSD's share of construction costs, OCSD will reimburse the City for OCSD's share of such costs plus an additional five percent (5%). The additional 5% charge will represent the City's administration costs. OCSD shall pay invoices to the City based on its share of the progress payments until 1009/6of OCSD's share is paid. Il. Sewer Modification Project A. OCSD's obligation to reimburse the City hereunder for the Sewer Modification Project shall not exceed a cumulative total of Three Million Dollars ($3,000,000) for construction unless otherwise approved by OCSD's Board of Directors, or provided herein. OCSD has budgeted three million dollars ($3,000,000) for the construction of this project, including but not limited to construction costs, reimbursements, fees, and admisration costs. If OCSD's obligation to reimburse the City for the construction of the Sewer Modification Project exceeds Three Million Dollars ($3,000,000), the City shall not be responsible for bearing OCSD's excess share. The City agrees to notify OCSD at the earliest opportunity if OCSD's share is expected to exceed Three Million Dollars ($3,000,000) anytime during the project. If reimbursement over and above Three Million Dollars ($3,000,000) is requested by City, OCSD staff will request approval from OCSD's Board of Directors to increase the maximum reimbursement amount. III. Sewer Extension Project A. OCSD has budgeted Two Hundred Fifty Thousand Dollars($250,000)for the design and permitting of the Sewer Extension Project. Upon receipt of invoices and supposing documentation from City detailing design costs including preliminary site assessment services, OCSD will reimburse the City for OCSD's share plus an additional ten percent (10%). The additional 10%represents the City's administration costs. OCSD will pay 5of11 772195.1 Return to Aaenda Report invoices to the City based on the progress payments until 100% of OCSD's share is paid. B. OCSD has budgeted One Million Eight Hundred Thousand Dollars ($1,800,000) for the construction of the Sewer Extension project, including but not limited to construction costs, reimbursements, fees, and admistration costs. If the cost is anticipated to exceed One Million Eight Hundred Thousand Dollars ($1,800,000), OCSD will seek approval from the Board for the additional cost of the Sewer Extension Project. City shall not be responsible for any costs related to the Sewer Extension Project Section 5: Timing of Reimbursement A. OCSD shall pay a deposit to the City in the amount of 10% of the total design cost of the Sewer Extension Project based on the bid prices received, and the deposit shall be due upon award of the project by City Council. B. OCSD shall pay a deposit to the City in the amount of 10% of the total construction cost based on the bid prices received, and the deposit shall be due within 30 days upon award of the project by City Council. C. For each progress payment, including the final progress payment,made by City to its consultant or contractor, City shall submit an invoice to OCSD setting forth OCSD's share of the payment,accompanied by a copy of any documentation processed with the progress payment or other documentation to substantiate the calculation of OCSD's portion. OCSD shall pay the City within thirty(30)days of OCSD's receipt of all required invoices and supporting documentation. Section 6: Indemnification. A. City will indemnify, defend and hold OCSD, its officers, agents, employees, and consultants harmless from any and all actions, suits, claims, liability or expense for death,injury,loss,or damage to persons or property which may arise or is claimed to have arisen during or out of construction of the acceptance by OCSD of OCSD's sewer facilities, as a result of any work or action performed by or on behalf of City,its officers, agents,employees or consultants,save and except in those instances where such expense, liability or claim is solely caused by any act, omission, or negligence of OCSD,its officers,agents,employees or consultants. B. OCSD will indemnify, defend and hold City, its elected and appointed officials, officers, agents, employees, and consultants, harmless from any and all actions, suits, claims, liability or expense for death, injury, loss or damage to persons or property which may arise or is claimed to have 6 of 11 772195.1 Return to Mends Report arisen as a result of any act performed by OCSD, its officers, agents, employees or consultants,with respect to the construction of OCSD sewer facilities as a result of or in connection with the maintenance and operation of OCSD's improvements, save and except in those instances where such expense, liability or claim is solely caused by any act, omission or negligence of City, its officers, agents, employees or consultants. OCSD will also indemnify, defend and hold City, its elected and appointed officials, officers, agents, employees, and consultants, harmless from any and all actions, suits, claims, liability, cost or expense which may arise or is claimed to have arisen as a result of OCSD's denial of any change order or part thereof. Section 7: Insurance. City will require the construction contractor to maintain insurance policies in the amounts stated herein during all times of the construction project City will not allow contractor or subcontractor(s) to commence work on the project will such insurance is obtained in accordance with the requirements of this section. City will require that insurers be admitted carriers and authorized to transact business in the State of California and that insurers have an "A-", or better, Policyholder's Rating, and a Financial Rating of at least Class VII, or better, in accordance with the most current A.M. Best Rating Guide. City will include a provision in its contract with the Contractor that OCSD may require the Contractor to substitute any insurer whose rating drops below the levels herein specified and that the substitution will occur within twenty (20) days of written notice to the Contractor by OCSD or its agent. City will require contractor to famish OCSD with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements will conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the City and 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 my time. City will require that all general liability and automobile liability policies be endorsed to name OCSD and City, their officers, employees, agents, and consultants as additional insureds. City will require that each insurance policy required herein be endorsed to state that coverage will not be cancelled by either party, except after thirty (30) days' written notice. City will require coverage in at least the following amounts: A. General Liability. $2,000,000.00 per occurrence for bodily injury, personal injury, and property damage and $4,000,000.00 aggregate for bodily injury,personal injury,and property damage. B. Automobile Liabilirv. $2,000,000.00 combined single limit per accident for bodily injury and property damage, including non-owned and hired vehicles. 7 of 11 n2rss.i Return to Mends Report C. Workers' Compensation. Workers' Compensation, in accordance with the Workers' Compensation Act of the State of California for a minimum of $1,000,000.00, or such minimum limits as the required by the State, whichever is greater. Such Workers' Compensation Insurance will be endorsed to provide for a waiver of subrogation against OCSD. Section 8: Contract Bonds. Before final execution of the Contract with the City, the successful Bidder will furnish surety bonds on the forms provided by the City, approved by OCSD, for the Sewer Modification and Sewer Extension Projects as part of the Contract Documents. Each bond will have good and sufficient sureties subject to the approval of the City and OCSD. The first will ensure the payment of all labor performed and material used in the Work,and the second will ensure the faithful performance of the Contract. The Payment Bond Public Works(Labor and Material Bond)will be in an amount equal to one hundred percent(100%)of the Bid price for the Grade Separation Project,which includes the Sewer Modification and Sewer Extension Projects, so conditions as to insure the benefit of persons furnishing materials to the Contractor for and/or performing labor upon the Work of the Contractor. This bond will be maintained by the Contractor in full force and effect until Work has been completed and accepted by the City and OCSD and all claims for labor and material have been paid. As changes to the Contract occur via approved Change Orders, the Contractor will assure that the amount of the bond is adjusted to maintain 100% of the Contract Price. The bond for faithful performance (Performance Bond Public Works) will be an amount equal to one hundred percent(100%)of the Total Amount of Bid price for the Grade Separation Project, which includes the Sewer Modification and Sewer Extension Projects, so conditioned as to insure the faithful performance by the Contractor of all work within the time limit prescribed, and in a manner that is satisfactory and acceptable to OCSD.This bond will be maintained by the Contractor in full force and effect during the performance of the Work of the Contract and until the Work has been accepted by the City and OCSD. This bond will also apply to the use of patented articles, materials or processes; to guarantee the payment of all stop notice claimants, and will assure faithful performance of the one (1) year warranty from the date of Final Acceptance by OCSD,by the City,and any extensions to said warranty period as provided by the Contract Documents. As changes to the Contract occur via approved Change Orders, the Contractor will assure that the amount of the bond is adjusted to maintain the 100% of the Contract price. Should any surety or sureties ever be deemed unsatisfactory by OCSD, the Contractor will be notified to that effect,and the Contractor will forthwith substitute a new surety or sureties satisfactory to OCSD. No further payment will be deemed due or will be made under such a Contract until the new sureties will qualify and be accepted by the Board of Directors. For surety companies to be acceptable to OCSD they must be admitted to do business as a surety in and have and agent for service process in California. Section 9: Term. This Agreement will be in full force and effect until the specified obligations of both Parties have been fulfilled or the Agreement is terminated as set forth herein. 8 of 11 772195.1 Return to Aaenda Report Section 10: Agents. Any contractor or subcontractor performing work in connection with the work described herein on behalf of either Parry will be conclusively deemed to be the servant and agent of each respective Parry employing said contractor or subcontractors hereof, acting on behalf and within the scope of such contractor and subcontractor employment for said Party. Section IL Notices. All notices or other communications required or permitted hereunder will be in writing and will be personally delivered or sent by registered or certified mail, postage prepaid,rerun receipt requested, delivered or sent by electronic transmission, and will be deemed received upon the earlier of: (i)the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) three(3) business days after the date of posting by the United States Post Office if by mail; or(iii) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be confirmed within forty-eight(48) hours by letter mailed or delivered. Notices or other communications will be addressed as follows: To OCSD: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley,CA 92708 Attention: Maria Ayala,Clerk of the Board Facsimile: (714)962-0356 To City: City of Fullerton 303 West Commonwealth Avenue Fullerton,CA 92632-1775 Attention: Donald K.Hoppe,Director of Engineering Facsimile: (714)738-3115 Section 12: Jurisdiction. In the event of a dispute regarding performance or interpretation of this Agreement,the venue for any action to enforce or interpret this Agreement will lie in the Superior Court of California for Orange County. Section 13: No Third Party Beneficiaries. This Agreement is entered into by and for OCSD and the City, and nothing herein is intended to establish rights or interests in individuals or entities not a party hereto. Section 14: Force Maieure. Except for the payment of money, neither Party will be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control,including without limitation,fire or other casualty,Act of God,strike or labor dispute, war or other violence, acts of third parties, or any law, order, or requirement of any governmental agency or authority. Section 1 : Governing Law, This Agreement will be governed by the laws of the State of California. 9 of 11 772195,1 R t l A tl R d Section M Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations and agreements between the Parties pertaining to the subject matter hereof. Section 17 Waiver. A waiver of a breach of the covenants,conditions,or obligations under this Agreement by either Party will not be construed as a waiver of any succeeding breach of the same or other covenants,conditions,or obligations of this Agreement. Section I& Modification. Alteration, change, or modification of this Agreement will be in the form of a written amendment, which will be signed by both Parties. Section 19: Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will continue in full force and effect. Section 20: Agreement Execution and Authorization. Each of the undersigned represents and warrants that they are duly authorized to execute and deliver this Agreement and that such execution is binding upon the entity on whose behalf they are executing this Agreement. [SIGNATURES ON THE NEXT PAGE) 10 of 11 772195.1 Return to Mende Report IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written. GRANO COUNTY SANITA ON DISTRICT APPROVED AS TO FORM: GENERAL COUNSEL By a .Crandall ate Chair,Board of Directors B By�c(�� €1�yA Bradley R. Hogin a to Ayala D to Orange County Smitation District CI k of the Board,Board of Directors CITY OF FULLERTON By7-20-11 Donald K.Hop Date Director ofEng r Bring API VED TO FORM: A ST: By Ri D. nes Veinda Williams Date Ci Attorney erk 11 of 11 7721"A EXHIBIT A Rd L,,toA,, d,Ireu�, SANTA FE AVE = y ' + WALNUTAVE. r LU O I ' 1 FENDER AVE.) 1 p Ir C 1 IL + r > . U CL - W _ g. in w ." L m e— 4a -- �; _VALENCIADR. ...,� 0 $ Wl - ^ ' ^ � w LU -� a` y t L f 0 Zf LEGEND 1 0. 'r xWj' Existing Sewers r" 6 . r IU O^ -- �' I Realigned and Upsized Sewers W'. W -= Upsized Sewers W S 9PM1�1�'1 U)1, 0 275 550 FeetWomw KIMBERLY AVE i - t b Return to Mende Report Attachment"B" AMENDMENT NO. I TO AGREEMENT BETWEEN THE ORANGE COUNTY SANITATION DISTRICT(OCSD) AND THE CITY OF FULLERTON FOR DESIGN AND CONSTRUCTION OF OCSD SEWER FACILITIES IN CONJUNCTION WITH STATE COLLEGE BOULEVARD GRADE SEPARATION ,[THIS AMENDMENT NO. 1, is made and entered into and effective on this A day of (.VaL .2013,("Effective Date"), by and between the: ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District,hereinafter referred to as "OCSD'; AND CITY OF FULLERTON, California, A Municipal Corporation,hereinafter referred to as"City." OCSD and City are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as"Parties." RECITALS WHEREAS, The City and OCSD entered into an Agreement entitled "Agreement Between the Orange County Sanitation District(OCSD)and the City of Fullerton for Design and Construction of OCSD Sewer Facilities in Conjunction with State College Boulevard Grade Separation Project", dated August 24, 2011, (hereinafter "Agreement") which sets forth the duties and obligations between the City and OCSD conceming the relocation of OCSD's facilities for the State College Boulevard Grade Separation Project("Grade Separation Project"); and WHEREAS, The Grade Separation Project is a Federal Aid Project and is required to comply with the Federal Highway Administration(FH WA) Buy America Requirements pursuant to 23 CFR§635.410 and 23 U.S.C.§313;and WHEREAS, The City of Fullerton has requested that the Parties amend the Agreement to include a Buy America provision to comply with the FHWA requirements;and WHEREAS, The Parties agree to enter into this Amendment No. 1 to the Agreement to add a Buy America clause pursuant to federal requirements. NOW,THEREFORE, in consideration of the mutual promises set forth herein, the City and OCSD agreed as follows: I. Section 21 is hereby added to the Agreement as follows: Page 1 of 3 9l2M.1 Return to Mende Report "Section 21: The Parties understand that said Grade Separation Project is a Federal Aid Project and accordingly, 23 CFR, Chapter 1, Part 645 is hereby incorporated into this Agreement by reference. City and OCSD shall comply with the Federal Highway Administration (FHWA) Buy America Requirements of 23 Code of Federal Regulations(CFR)635.410,which permits FH WA participation in the Agreement only if domestic steel and iron will be used on the project. To be considered domestic,all steel and iron used and all products manufactured from steel and iron must be produced in the United States and all manufacturing processes,including application of a coating,for these materials must occur in the United States. Coating includes all processes that protect or enhance the value of the material to which the coating is applied. This requirement does not preclude minimal use of foreign steel and iron materials, provided the cost of such materials does not exceed 0.1%of the total contract cost." 11. No Other Changes. This Amendment No. I is supplemental to the Agreement and is by reference made part of said Agreement. All of the terms, conditions, and provisions of the Agreement, unless specifically modified herein, shall continue in full force and effect In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall in all respect govem and control. Unless otherwise specifically defined herein, terms used in this Amendment shall have the same meaning as ascribed to them in the Agreement The execution and delivery of this Amendment shall not operate as a waiver of or, except as expressly set forth herein, an amendment of any right,power or remedy of either party in effect prior to the date hereof. III. Counterparts. This Amendment may be executed in any number of counterparts,all of which taken together shall constitute one and the same instrument and any of the Parties hereto may execute this Amendment by signing any such counterpart. [SIGNATURES ON FOLLOWING PAGE) Page 2 of 3 9320Tr3.1 Rd l A tl R d IN WITNESS WHEREOF,the Parties have executed this Amendment No.I to the Agreement as of the Effective Date set forth above. ORANGE COUNTY SANITATION DISTRICT: By: T m vt- Print Name:Troy Edgar Tide:Chair,Beard of Directlits ATTEST: Print Nar e:Mar a A Ie Title:Clerk of the Board,Board of Directors APPROVED AS TO FORM: By: r Bradley RHogir General Counsel CITY OF FULLERTON By: . Print Name: o, 10 1 L Tide GH/ 0-kJ6IrJeTrrZ _ A ST: By: Print Name: Title: AfirROVED TO FORM: By: City Attorney Page 3 of 3 9=3.1 ITEM NO. 6 MINUTES STEERING COMMITTEE MEETING Orange County Sanitation District The Steering Committee meeting convened on Wednesday, November 20, 2013, at 5:38 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS STAFF PRESENT PRESENT: Jim Herberg, General Manager Troy Edgar, Chair Bob Ghirelli, Assistant General Tom Beamish, Operations Committee Manager Chair Nick Arhontes, Director of Facilities Brad Reese, Administration Committee Support Services Chair Nick Kanetis, Director of Engineering John Nielsen Jeff Reed, Director of Human John Withers Resources Ed Torres, Director of Operations & COMMITTEE MEMBERS ABSENT: Maintenance Lorenzo Tyner, Director of Finance & John Anderson, Vice Chair Administrative Services Kelly A. Lore, Secretary Pro Tem Janine Aguilar Jennifer Cabral Norbert Gaia Al Garcia Mark Kawamoto Andrew Nau Julian Sabri Rich Spencer Rob Thompson OTHERS PRESENT: Brad Hogin, General Counsel James Ruth, Consultant PUBLIC COMMENTS: None. Minutes of the Steering Committee November 20, 2013 Page 2 of 4 COMMITTEE CHAIR REPORT: Chair Edgar distributed a memorandum to the Board and announced that Vice Chair Anderson will be resigning from the Board of Directors effective November 21, 2013. Chair Edgar provided an update from the last Legislative and Public Affairs Special Committee Meeting that took place on November 12, 2013. He reported on three items: Meeting with Senator Huff on November 1g1h to brief the Senator on the District's activities and ask for his support as the OCSD District Act legislation moves forward; ACC-OC Membership; and the Washington D.C. trip in January to meet with the US Army Corp. of Engineers and our legislators to request support and appropriation for the SARI line. GENERAL MANAGER REPORT: Jim Herberg, General Manager, provided a summary of his November Monthly Status Update Report. Mr. Herberg also announced that the Draft Environmental Impact Report (DEIR) for the Southwest Costa Mesa Trunk Sewer has been released to the public, and that a public hearing will be held at Plant 2 on December 3, 2013 at 6:30 p.m. Kelly Lore, Secretary Pro Tem, announced Agenda Item 1, the Minutes from the October 23, 2013, Steering Committee will be corrected as follows: • Under General Manager's Report, the word November will be replaced with October. • Under Action Item 4.B. the word COSD will be replaced with OCSD. CONSENT CALENDAR: 1. MOVED, SECONDED, AND DULY CARRIED: Approve Minutes of the October 23, 2013 Steering Committee Meeting as Corrected. ACTION ITEMS: 2. MOVED, SECONDED, AND DULY CARRIED: Recommend to the Board of Directors to: A. Approve the Five-Year Strategic Plan dated November 2013; and B. Direct staff to implement the goals and levels of service contained in Minutes of the Steering Committee November 20,2013 Page 3 of 4 the Plan. Bob Ghirelli, Assistant General Manager announced that this document is the result of discussions held at two Special Board Meeting Workshops, several Board Member interviews and OCSD staff focus groups. The plan includes the new vision statement, eight strategic goals and several modifications made to the level of service. 3. MOVED, SECONDED, AND DULY CARRIED: Direct the Administration Committee to obtain labor relations consulting services related to the Board's directions regarding meet-and-confer with represented employee groups, including assistance in developing labor negotiations strategies and providing assistance with other labor relations matters. Jeff Reed, Director of Human Resources provided a brief overview of this item. INFORMATION ITEMS: 4. SAWPA Remedial Plan Update. Mark Kawamoto provided the Committee with an update on the SAWPA Remedial Plan. CLOSED SESSION CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS: 54956.9(d)(1), and 54957.6. The Committee convened in closed session at 5:50 p.m. to discuss two items. Confidential Minutes of the closed Session have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Meetings. RECONVENE IN REGULAR SESSION: The Committee reconvened in regular session at 6:28 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: None. Minutes of the Steering Committee November 20, 2013 Page 4 of 4 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: The Chair declared the meeting adjourned at 6:28 p.m. Submitted by: Kelly A. Lore Secretary Pro Tem STEERING COMMITTEE Meeting Dare TOBA.Of DIr. 12/18/13 12/18/13 AGENDA REPORT Item Number Item Numbe z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Robert P. Ghirelli, Assistant General Manager SUBJECT: INTERNATIONAL WATER SUMMIT GENERAL MANAGER'S RECOMMENDATION Approve out-of-country travel for Orange County Sanitation District Board of Directors Chair, Troy Edgar to attend the International Water Summit (IWS) in Abu Dhabi, U.A.E from January 20 - January 22, 2014 with lodging and airline costs to be reimbursed by Masdar, the host of the International Water Summit. SUMMARY The International Water Summit (IWS) is a unique global platform for promoting water sustainability in and regions and will comprise of a three-day conference, an international exhibition and a range of cohosted features and activities that aim to maximize knowledge-sharing, networking and business opportunities. IWS has extended an invitation to the Orange County Sanitation District and Orange County Water District to sponsor one representative from each district to attend the summit. Chair Edgar will represent OCSD as a panelist at the conference. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION N/A CEQA N/A BUDGET/ DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority and Resolution No. OCSD 06-01, which requires approval by the Board of Directors Steering Committee for travel outside of North America. Page 1 of 1 ITEM NO. 8 MINUTES OF THE OPERATIONS COMMITTEE Engineering, Operations & Maintenance, and Facilities Support Services Orange County Sanitation District A regular meeting of the Operations Committee of the Orange County Sanitation District was held on December 4, 2013, at 5:00 p.m. at the District's Administrative Office. A quorum was declared present, as follows: Operations Directors Present: Staff Present: Tom Beamish, Chair Jim Herberg, General Manager Keith Curry Nick Kanetis, Director of Engineering Steve Jones Nick Arhontes, Director of Facilities Support Lucille Kring Services Michael Levitt Ed Torres, Director of Operations & Maintenance Brett Murdock Lorenzo Tyner, Director of Finance & Steve Nagel Administrative Services John Nielsen Jeff Reed, Director of Human Resources Greg Sebourn Kelly Lore, Secretary Pro Tem David Shawver Dean Fisher Fred Smith Todd Haynes Constance Underhill (Alternate) Rob Thompson Troy Edgar, Board Chair Cindi Ambrose Jennifer Cabral Operations Directors Absent: Gary Conklin Scott Nelson Mark Esquer VACANT, Board Vice Chair At Garcia Norbert Gaia Ingrid Hellebrand Others Present: Brad Hogin, General Counsel Director Fred Smith thanked OCSD for offering help and support during recent water pipe failures in the City of Buena Park. PUBLIC COMMENTS: No public comments. 12/04/13 Operations Committee Minutes Page 1 of 4 REPORT OF COMMITTEE CHAIR: Tom Beamish, Committee Chair, reported that he attended the Watershed Infrastructure Town Hall Forum on December 3, 2013 at the City of Buena Park. He commended General Manager Jim Herberg for provided a great message regarding the recycling aspect of sanitation. REPORT OF GENERAL MANAGER: Jim Herberg, General Manager, reported that at the November Board meeting, the Santa Ana Watershed Project Authority (SAWPA) settlement agreement was approved. He stated that two provisions within the settlement agreement were that OCSD and SAWPA meet on an annual basis and form a Management Committee with senior staff from each agency and a Policy Committee with two Board Members from each agency. Meetings will be scheduled in the near future and reported back to the Board. Mr. Herberg announced that OCSD passed its external biosolids audit and was notified by the National Biosolids Partnership of the renewed certification. He stated that OCSD was the first agency to be certified in the year 2003 and is celebrating 10 years of certification. Nick Kanetis, Director of Engineering stated that OCSD was recertified at the Tier 4- Platinum Level Certification which recognizes our commitment to the highest standards of biosolids management. DEPARTMENT HEAD REPORT: None. CONSENT CALENDAR: Kelly Lore, Secretary Pro Tern announced the following two changes: Correction to Agenda Item 4.B. replacing the words Delegation of Authority with the word Purchasing and in Item 4.C. replacing Section Code No. 4.05 with 4.03 and also striking the words "any single suitable firm" and replacing with "one of the five firms". 1. MOVED, SECONDED, and DULY CARRIED: Approve Minutes of November 6, 2013, Operations Committee meeting. 2. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement to provide on-call Materials Testing, Inspection, and other Geotechnical Testing Services for Collection System and Treatment Plant projects, PSA2013-001, effective 12/04/13 Operations Committee Minutes Page 2 of 4 January 1, 2014 through June 30, 2016, for an amount not to exceed $200,000 with AMEC Environment & Infrastructure, Inc.; and B. Approve the termination of the Professional Services Agreement with URS/Signet Testing Labs, Inc. 3. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: Ratify Amendment No. 2 to SA-11 Wintersburg Channel Siphon Vent Replacement, Project No. FR11-017, with Tharsos Inc. authorizing an addition of $91,268 (62.5%) and an additional 168 days, increasing the total contract amount to $245,281, and extending the contract completion to December 31, 2013. 4. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Approve Professional Services Agreements with: ARCADIS U.S., Inc. (PLAN2013-01); Black & Veatch Corporation (PLAN2013-02); Brown and Caldwell (PLAN2013-03); CH2MHILL Engineers, Inc. (PLAN2013-04); and Tetra Tech, Inc. (PLAN2013-05), to provide planning studies on a task order basis for a three-year term, for an amount not to exceed $1,000,000 per contract; and B. Authorize the General Manager to assign task orders throughout the contract duration in accordance with the Delega"^^ of AuthaFity Purchasing Resolution No. OCSD 07-04; and C. Approve exception to Resolution No. OCSD 07-04, Section 4.035, authorizing the General Manager to select aay-single suitable one of the five firms for a particular task order valued at $100,000 or less, without having to solicit proposals from multiple firms. 5. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Approve Amendment No. 1 to Purchase Order #104901-013 with Pure Air Filtration, LLC for Plant 2 Trickling Filters Carbon Change Out [replacement], Specification No. S-2013-580 for an additional $474,800 for the purchase of up to (4) four additional replacements (including carbon media, materials storage fee, freight, tax, and one-time project oversight cost)for a new total purchase order amount not to exceed $710,000; and B. Approve a contingency of$71,000 (10%). 12/04/13 Operations Committee Minutes Page 3 of 4 6. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Approve a sole source purchase order to Pumpaction Solids Handling, for the purchase and installation of four hydraulic power units (HPU), for an amount not to exceed $762,000, and B. Approve a contingency of$76,200 (10%). INFORMATION ITEMS: Hydrogen Powered Fuel Cell Vehicle - Nick Arhontes Nick Arhontes, Director of Facilities Support Services introduced OCSD's Hydrogen Powered Fuel Cell vehicle and provided a PowerPoint Presentation to the Committee. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Committee Chair Beamish declared the meeting adjourned at 5:20 p.m. Submitted by Kelly A. Lore Secretary Pro Tern 12/04/13 Operations Committee Minutes Page 4 of 4 OPERATIONS COMMITTEE Neeing Dare TOBA.Of DIr. 1V04113 12/18/13 AGENDA REPORT Item Number Item Number 2 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering Project Manager: Terry Krie, Senior Construction Inspector Supervisor SUBJECT: GEOTECHNICAL TESTING SERVICES GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement to provide on-call Materials Testing, Inspection, and other Geotechnical Testing Services for Collection System and Treatment Plant projects, PSA2013-001, effective January 1, 2014 through June 30, 2016, for an amount not to exceed $200,000 with AMEC Environment & Infrastructure, Inc.; and B. Approve the termination of the Professional Services Agreement with URS/Signet Testing Labs, Inc. SUMMARY The Orange County Sanitation District (Sanitation District) uses outside consultants for taking samples, laboratory and field material testing, geotechnical testing, and analysis in support of Capital Improvement and Maintenance projects during the planning, design, and construction of facilities both inside the plants and for the collection systems. The Sanitation District conducted a Request for Proposal (RFP) in April 2013 for geotechnical testing services. The Board of Directors approved entering into Professional Services Agreements with the three top firms on June 26, 2013 for a three- year period (FY2013-2015). One firm, URS/Signet Testing Labs, Inc., has gone through business changes and has requested to be released from the Professional Services Agreement. AMEC Environment & Infrastructure, Inc. was the fourth top-ranked firm and has agreed to replace URS/Signet Testing Labs, Inc. under a new Professional Services Agreement. The proposed Professional Services Agreement shall cover the period from January 2014 through June 2016. The recommended contract amount is based on averages of the number and type of tests and inspections utilized over the past three years, and the anticipated needs going forward for the next three years. Staff will use the consultant on an as-needed basis only. The total contract cost is not guaranteed, nor is it paid to the consultant if their services are not used. Page 1 of 3 PRIOR COMMITTEE/BOARD ACTIONS June 2013 — Approved a three-year Professional Services Agreement, PSA2013-001, with Koury Engineering & Testing, Inc.; Sequoia Consultants, Inc.; and URS/Signet Testing Labs, Inc., providing for on-call Materials Testing, Inspection, and other Geotechnical Testing Services for Collection and System and Treatment Plant projects, in an amount not to exceed $200,000 per individual Agreement ($600,000 total). ADDITIONAL INFORMATION The Sanitation District has a need for on-call sampling, laboratory and field material testing, geotechnical testing, and analysis for Capital Improvement Program and Maintenance projects. The Scope of Work includes taking samples, laboratory and field material testing, geotechnical testing, and analysis for Capital Improvement Program and Maintenance projects. URS/Signet Testing Labs, Inc. submitted an official letter to the Sanitation District on October 3, 2013, stating the firm can no longer fulfill the requirements of the approved three-year Professional Services Agreement due to business reasons and has requested to be released from the contract. As a result, the contract with URS/Signet Testing Labs, Inc. will be terminated. URS/Signet Testing Labs, Inc. performed less than $1,000 worth of work under the Professional Services Agreement, and no new tasks have been assigned to them. Given the short duration since the award of the original Professional Services Agreements, staff is requesting approval to enter into a new Professional Services Agreement with the fourth top-ranking firm, AMEC Environment & Infrastructure, Inc., to replace the Professional Services Agreement that will be terminated with URS/Signet Testing Labs, Inc. AMEC Environment & Infrastructure, Inc. submitted unit rates proposals for a wide variety of testing services. Staff reviewed the pricing and held discussions to clarify and negotiate rates. Because this contract is as-needed, the Sanitation District has established a not-to-exceed amount of $200,000 for the term of the Professional Services Agreement. Staff determined the final unit rate proposals to be fair and reasonable and recommends awarding a Professional Services Agreement to AMEC Environment & Infrastructure for an amount not to exceed $200,000. CEQA N/A Page 2 of 3 BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This Professional Services Agreement complies with authority levels of the Sanitation District's Delegation of Authority. These funds are included in the individual project budgets that require these services. Date of Approval Contract Amount Contineencv 12/18/13 $200,000 N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsewem.coml with the complete agenda package: Professional Services Agreement NK:TK:TC:dm:gc Page 3 of 3 Return to Aaenda Report PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the W day of December, 2013, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT', and AMEC ENVIRONMENT & INFRASTRUCTURE, INC., for purposes of this Agreement hereinafter referred to as"CONSULTANT". WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT to provide Professional Services for Materials Testing, Inspection, and Other Geotechnical Testing Services for the SANITATION DISTRICT's Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2013-001; and, WHEREAS, CONSULTANT is qualified to provide the necessary Professional Services in connection with these requirements; and, WHEREAS, at its regular meeting on December 18, 2013, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee pursuant to Resolution No. OCSD 07-04 to approve this Agreement between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment"A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all tests, inspections, reports, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its Subconsultants and/or Subcontractors. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants and/or Subcontractors. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the standards of best engineering practice for clarity, uniformity, and completeness. C. In the event that work is not performed to the satisfaction of the SANITATION DISTRICT and does not conform to the requirements of this Agreement or any applicable industry standards, the CONSULTANT shall, without additional PSA PSA2013.001 Remed 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC. Page 1 of 14 Return to Aaende Report compensation, promptly correct or revise any errors or deficiencies in its tests, inspections, reports or other services 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. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, tests, inspections, reports, and estimates compiled or composed by the CONSULTANT pursuant to this Agreement are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, (b)subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation to CONSULTANT allowed under this AGREEMENT shall not exceed Two Hundred Thousand Dollars ($200,000)over a three (3)year period. The SANITATION DISTRICT will compensate the CONSULTANT for the services provided according to the unit prices and/or hourly rates, as applicable, for the items included in Attachment"D" Fee Schedule. Each unit price and/or hourly rate represents all costs for performing the Work, including but not limited to technician labor, driving time, vehicles, equipment and materials, equipment calibration, overhead, profit, report writing, office reviews and supervision, and other miscellaneous charges. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 -AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2- COMPENSATION hereof in the format as required by the SANITATION DISTRICT. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by PSA PSA2013.001 Revised 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC. Page 2 of 14 Return to Aaende Report such supporting data, including a detailed breakdown of all costs incurred per tasks performed during the period covered by the statement, as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a unit price or hourly rate basis per task order. 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 task order. He may, at his discretion, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for each task order. C. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work, including any retained percentages relating to this portion of the work. D. 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. E. 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 or Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant or Subcontractor: a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; c)conspires to defraud the SANITATION DISTRICT by getting a PSA PSA2013.001 Revised 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC. Page 3 of 14 Return to Aaende Report 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 To the extent CONSULTANT and its Subconsultant(s)and/or Subcontractor(s) intends to employ employees who will perform work as more specifically defined under Labor Code Section 1720, CONSULTANT and its Subconsultant(s)and/or Subcontractor(s) shall be subject to prevailing wage requirements with respect to such employees. 6. DOCUMENT OWNERSHIP—SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Professional Services performed: All documents, including but not limited to tests, inspections, reports, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such tests, inspections, reports, 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 tests, inspections, reports, plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept PSA PSA2013.001 Revised 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC. Page 4 of 14 Return to Aaende Report 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 Contractor to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within 20 days of written notice to Contractor, by the SANITATION DISTRICT or its agent. !it. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this agreement, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. PSA PSA2013-001 Revised 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC. Page 5 of 14 Return to Aaenda Report E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. 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 One Million Dollars ($1,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION PSA PSA2013.001 Revised 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC. Page 6 of 14 Return to Aaenda Report 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-S(7/97)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25-S (7/97)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 Contracts Administration, Div. 230, 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. PSA PSA2013-001 Revised 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC. Page 7 of 14 Return to Aaentle Report I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Suboonsultants 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. 8. SCOPECHANGES In the event of a change in the scope of the proposed project requested by SANITATION DISTRICT, the parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new Agreement, including but not limited to any additional CONSULTANT's fees. PSA PSA2013-001 Remed 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC. Page 8 of 14 Return to Aaende Report 9. PROJECT TEAM AND SUBCONSULTANTS AND SUBCONTRACTORS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this Agreement, the names and full description of all Subconsultants, Subcontractors and CONSULTANT's project team members anticipated to be used on this project by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant, Subcontractor and each CONSULTANT's project team member. There shall be no substitution of the listed Subconsultants, Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's personnel are comprised of registered engineers and a staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all Project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. PSA PSA2013.001 Revised 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC. Page 9 of 14 Return to Aaenda Report 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of the SANITATION DISTRICT. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to the SANITATION DISTRICT at: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Sarah L. Strader, Senior Contracts Administrator Copy: Terry Krie, Project Manager Notices shall be mailed to CONSULTANT at: AMEC ENVIRONMENT & INFRASTRUCTURE, INC. 6001 Rickenbacker Road Los Angeles, CA 90040-3031 Attention: Todd N. Tuengel All communication regarding the Scope of Work will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this Agreement at any time, without cause, upon giving thirty(30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT and/or CONSULTANT in accordance with Section 13- NOTICES. PSA PSA2013-001 Revised 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC. Page 10 of 14 Return to Aaentle Report 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute agreements for that party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 20. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). PSA PSA2013-001 Revised 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC. Page 11 of 14 Return to Aaenda Report 21. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT'S sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S officers, directors, employees, consultants, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, Causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys'fees, disbursements and Court costs, and all other professional, expert or 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, Suboonsultants, 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 PSA2013-001 Remed 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC. Page 12 of 14 Return to Aaende Report 22. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code Section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 23. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the Department and may be considered in future CONSULTANT selection processes. 24. 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 PSA2013-001 Remed 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC. Page 13 of 14 Return to Aaende Report IN WITNESS WHEREOF, this Agreement has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: AMEC ENVIRONMENT&INFRASTRUCTURE, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Maria E. Ayala Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A:'—Scope of Work Attachment"D"— Fee Schedule Attachment"J"—OCSD Safety Standards SLS:yp EDMS:003981091 PSA PSA2013-001 Revised 02/07/13 AMEC ENVIRONMENT&INFRASTRUCTURE,INC. Page 14 of 14 OPERATIONS COMMITTEE Neetlng Dare TOBA.Of DIr. 1V04113 12/18/13 AGENDA REPORT Item Number Item Numbe 3 10 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, P.E., Director of Facilities Support Services Project Manager: Steve Speakman, P.E., Facilities Support Services SUBJECT: SA-11 WINTERSBURG CHANNEL SIPHON VENT REPLACEMENT, PROJECT NO. FR11-017 GENERAL MANAGER'S RECOMMENDATION Ratify Amendment No. 2 to SA-11 Wintersburg Channel Siphon Vent Replacement, Project No. FR11-017, with Tharsos Inc. authorizing an addition of$91,268 (62.5%) and an additional 199 days, increasing the total Contract amount to $245,281, and extending the Contract completion date to January 31, 2014. SUMMARY The work is taking place on the north side of the Warner Avenue bridge where an inverted two barrel sewer siphon crosses under the county flood control channel. The vent line is above ground and attached to the side of the bridge which crosses over the Wintersburg Channel. The vent line allows the movement of foul air from the upstream manhole structure to the downstream structure. The sewer is a part of the Knott Interceptor Sewer system between Springdale Street and Graham Street in the City of Huntington Beach. The original repair project involved replacing a portion of the 16 inch diameter vent line. The old vent line cracked allowing the condensate from the moist foul air to leak out onto the bridge supports and corrode the concrete. As a result, the repair of the concrete pipe supports are included in this repair work. Work performed by Amendment No. 2 now includes repair to the City's waterline due to corrosion and the re-alignment of the vent line to accommodate an interference between the OCSD pipeline and the County's channel widening project. In order to minimize the cost and impacts to the County's construction project which is underway at the same time, Tharsos Inc. was issued two Field Change Orders (FCOs) to complete the changes to the vent line alignment and to repair the City's waterline. The FCOs were issued to the contractor and following our procedures are based on a time and materials basis until the final cost is negotiated. The Orange County Sanitation District (OCSD) contractor started repair work on the concrete bridge support and discovered that the existing 18-inch city waterline was also damaged by our leaking ventline. The second change to the scope of our work was a result of the County of Orange Public Works project to increase the capacity of Wintersburg Channel. The County notified OCSD that the pipeline conflicts with the new channel walls. This new channel wall was specially designed by the County to Page 1 of 3 protect OCSD's two inverted siphon barrels that run under the channel and cannot be re-designed to accommodate the existing location of the vent line. Staff recommends approving this this Amendment No.2. PRIOR COMMITTEE/BOARD ACTIONS December, 2013 - Due to unforeseen project delays, the contract completion date of December 31, 2013, as well as total number of days of 168, recommended to Operations Committee, has been extended to January 31, 2014 and 199 days respectively, and is reflected in the General Manager's recommendation to the Board. November, 2012 — The Operations Committee approved the competitive bidding and subsequent awarding to the lowest responsive and responsible bidder of SA-11 Wintersburg Channel Siphon Vent Replacement Specification No. FR11-017 for a total amount not to exceed $170,000; and approved a contingency of $34,000 (20%). The lowest responsible and responsive bid came in at$146,000 as indicated below. ADDITIONAL INFORMATION The work covered under the original contract replaced 120 feet of the above ground portion of a siphon vent line (air jumper). With the amendments included the total length of pipe now replaced is approximately 170 feet. The vent line will be replaced in its entirety from the manhole on one side of the channel to the manhole on the other side of the channel. The repair of the existing 18-inch diameter steel waterline owned by the City of Huntington Beach consists of cutting out and replacing only a six foot section of the pipeline. Amendment No. 1 was issued on May 1, 2013 in the amount of $8,013 to test the existing vent line pipe for asbestos and to revise pipe support brackets. Due to the construction in the channel by the County's contractor, we now see damage to our sewer line. As a separate project, we are notifying the County of the damage seen and are seeking to have the contractor make a repair to OCSD's standards. This matter will be separated from the current project FR11-017. CEQA FINDINGS Notice of exemption was filed on September 5, 2013. This project is categorically exempt from CEQA under section 15302 (c) — replacement or reconstruction of existing utility systems and/or facilities involving negligible or no expansion of capacity. BUDGET/ DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the OCSD's Delegation of Authority. This repair is funded through the Small Capital Equipment Replacement Project SP-34 (Budget Update Fiscal Year 2012-2013 and 2013-2014 Sectoin 8, Page 111). This Page 2 of 3 Small Capital fund is used to pay for capital repairs and/or direct replacements. The SP-34 budget is adequate to cover these proposed amendments. Date of Approval Total Contract Amount Continaencv 11/07/12 $ 146,000 $29,200(20%) 05/09/13 $ 154,013 $21,187 (13.8%) 12/18/13 $245,281 $0 (0%)` " On Dec 18, 2013,all remaining contingency funds will be surrendered and ratification process will be used for all future contract changes. ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package and attachments: • Amendment No. 2 Page 3 of 3 Return b Aaends Report AMENDMENT NO. 2 To Service Agreement SA-11 Wintersburg Channel Siphon Vent Replacement Specification No. FRI1-017 THIS AMENDMENT TO THE AGREEMENT is made and entered into, to be March 4, 2013 by and between Orange County Sanitation District hereinafter referred to as"OCSD"with main offices located at 10844 Ellis Avenue, Fountain Valley, California 92708-7018 and Tharsos, Inc. with a principal business at 5022 Thorne Drive, B, La Mesa, CA 91942 (hereinafter referred to as "Contractor") collectively referred to as the "Parties". WHEREAS, OCSD and Consultant executed, delivered and entered into the Agreement between OCSD and Consultant,fully executed on March 31, 2013 ("the Agreement'); and WHEREAS, the Parties wish to amend the Agreement to make certain modifications which shall be called Amendment No. 2 ("Amendment'); and WHEREAS, on December 18, 2013 the Board of Directors of OCSD, by minute order, authorized execution of this Amendment between OCSD and Consultant; and WHEREAS, the Parties to the Agreement desire that this Amendment be incorporated into the Agreement and become a part thereof from the beginning; and WHEREAS, the Parties desire that the Agreement as modified by Amendment No.1 and this Amendment shall constitute the sole and entire Agreement among the Parties; NOW, THEREFORE, in consideration of these premises and the mutual covenants contained herein, the Parties agree to amend the Agreement to include the Work in Attachment A-1 hereto and as stated below: 1. Repair the City Waterline $29,242 2. Make revisions to the Vent Pipe $68,296 3. Make revisions to Concrete Repair and Rebar Unit Prices and Quantities -$8,147 4. Modification to Center Pipe Bracket $1,877 5. Increase the number of days allowed by 199 for a new Date of Completion of January 31. 2014. 6. Increase the total Contract amount by$91,268.00 for a new total amount not to exceed of Two Hundred Forty-five Thousand Two Hundred Eighty-one and 00/00 Dollars ($245,281.00). Except as expressly amended above, the Agreement will remain unchanged and in full force and effect. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Amendment No. 2 to be signed by the duly authorized representatives as of the day and year last signed below. Orange County Sanitation District Tharsos, Inc. By: Chairman, Board of Directors Date Date Name: Clerk of the Board Date Title: Contracts/Purchasing Manager Date Return W Mends Report Attachment A-1 SA-11 WINTERSBURG CHANNEL SIPHON VENT PIPE REPLACEMENT SPECIFICATION NO. FR11-017 Amendment No. 2 December 18, 2013 This Contract provides for the replacement of the above ground portions of the siphon vent pipe (air jumper) at the Winlersburg Channel where it crosses Warner Avenue in the City of Huntington Beach. There are two airjumpers at this bridge crossing. This project involves the one on the northerly side of the bridge. This Contract was awarded to the lowest responsive and responsible bidder which was Tharsos Incorporated on March 4, 2013, for a total amount not to exceed $146,000.00. Amendment No. 2 Includes the items listed below: ITEM A— Repair of City Waterline: The 18 inch waterline was damaged by the fluid leaking out of the OCSD's ventline. The City provided the scope of the work to repair the pipeline which included removing and replacing a 6 foot segment of the pipeline along with repairing the lining and coating of the pipe. This work was not part of the original contract work. The Contractor's back-up documentation is attached. ITEM B— Revisions to Vent Pipe The ventline plan and profile was modified to accommodate the work being performed by the County of Orange. The County's work on widening the channel is happening concurrently with the repairs to the vent pipe and their drawings did not call for relocation of the ventline. The work being done by the County resulted in the need to replace additional quantities of the vent pipe and also to change the alignment. This change made some of the new vent pipe that was already fabricated unusable. The work also entails replacing buried portions of the vent pipe with HDPE pipeline and making modifications to the manholes. This work was not part of the original scope of work. The Contractor's back-up documentation is attached. ITEM C—Revision to Concrete Repair and Rebar Unit Prices and Quantities The amount of repair on the bridge pile cap extension was less than what was anticipated at bid time. Replacement of reinforcing bars was not required. The change in quantity was more than 25% for one of the bid items. Adjustment of the unit prices and quantities resulted in a deduction to the total contract amount. The Contractor's back-up documentation is attached. ITEM D—Modificaton to Center Pipe Bracket The bracket on the center pile cap extension was revised from a two piece unit to a one piece unit to simplify installation and to reduce the time and coordination effort with the County Contractor. The Contractor's back-up documentation is attached. The cost in Table No. 1 below includes all direct and indirect costs for the additional work indicated above and includes all compensation owed to the Contractor. The additional work did impact the critical path and therefore the contract completion time was extended as indicated in Table No. 1. Page 1 of 2 Return W Mends Report Attachment A-1 SA-11 WINTERSBURG CHANNEL SIPHON VENT PIPE REPLACEMENT SPECIFICATION NO. FR11-017 Amendment No. 2 December 18, 2013 TABLE NO. 1 FR11-017 —AMENDMENT NO. 2 SUMMARY ITEM TITLE AMOUNT A Repair of City Waterline $29,242 B Revisions to Vent Pie $68,296 C Revision to Concrete Repair and Reber Unit -$8,147 Prices and Quantities D Modificaton to Center Pie Bracket $1,877 TOTAL AMENDMENT NO. 2: $91,268 Original Contract Amount: $146,000 Previous Amendments : $8,013 Revised Contract Amount: $245,281 Previous Approved Time Extension calendar days): 44 Time Extension This Amendment calendar days): 199 Total Extension of Contract Duration calendar days): 243 Original Date of Completion: June 2, 2013 Revised Date of Completion: January 31, 2014 Page 2 of 2 OPERATIONS COMMITTEE Neeing Dare TOBA.Of DIr. 1V04113 12/18/13 AGENDA REPORT Item Number Item Number 4 11 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering Project Manager: Gary Conklin, Senior Engineer SUBJECT: ON-CALL PLANNING STUDIES AGREEMENTS (PLAN2013) GENERAL MANAGER'S RECOMMENDATION A. Approve Professional Services Agreements with: ARCADIS U.S., Inc. (PLAN2013-01); Black & Veatch Corporation (PLAN2013-02); Brown and Caldwell (PLAN2013-03); CH2MHILL Engineers, Inc. (PLAN2013-04); and Tetra Tech, Inc. (PLAN2013-05), to provide planning studies on a task order basis for a three-year term, for an amount not to exceed $1,000,000 per contract; and B. Authorize the General Manager to assign task orders throughout the contract duration in accordance with the Purchasing Resolution No. OCSD 07-04; and C. Approve exception to Resolution No. OCSD 07-04, Section 4.03, authorizing the General Manager to select one of the five firms for a particular task order valued at$100,000 or less, without having to solicit proposals from multiple firms. SUMMARY Staff is requesting the Board of Directors award these contracts to perform engineering planning studies on a task order basis. This approach reduces staff costs and consultant fees, and accelerates project schedules. The studies will clarify highly complex planning issues, which are critical to the future CIP, and requires the diverse technical expertise that the selected firms provide. Task orders will be assigned throughout the contact duration, subject to approval through the Orange County Sanitation District (OCSD) Delegation of Authority (DOA), Resolution No. OCSD 07-04, with an exception for studies up to $100,000, where the General Manager may select any suitable firm. The maximum amount of any task order may not exceed $250,000. PRIOR COMMITTEE/BOARD ACTIONS The current agreements that are used to procure planning studies (Plan2010) were approved by the Board of Directors on December 15, 2010, and expire on December 14, 2013. Page 1 of 4 ADDITIONAL INFORMATION Program Approach The Engineering Planning Division is responsible for CIP planning, and often must perform planning studies to resolve highly complex issues that are critical to the CIP. Consulting firms who execute these studies must have expertise in a variety of highly technical disciplines, and sometimes provide nationally recognized experts. The current on-call planning studies agreements (PLAN2010) were approved as a means to expedite the procurement and execution of this work. The 15 task orders issued under those agreements were instrumental in analyzing current conditions and reducing future project risk in the areas of safety, hydraulic modeling, electrical capacity, odor control, IT server room cooling, and outfall reliability. OCSD has realized administrative costs savings of 40 to 80 staff hours per study though this procurement vehicle, and the reduction in consultant solicitation expenses improves proposal pricing, especially for studies in the lower cost ranges. This procurement method provides for fair and balanced competition. It pre-negotiates staff assignments and labor rates to insure that OCSD gets the best value and highly qualified specialist when required. Task Order Assignment Process Individual task orders will be assigned throughout the contract duration. Board approval will be required for each task order, with an exception for Category I tasks, as explained below. The method of assigning tasks orders varies with the estimated fee amount. For all categories, selection will be according to best value. Category Task Cost Process Approval I Up to$100,000 Request proposals from one or General more fines. Manager II Over$100,000 to $200,000 Request proposals from all firms. Operations Committee Over$200,000 to $250,000 Request proposals from all firms. Board CATEGORY I TASK ORDERS Tasks in this category involve an exception to the Delegation of Authority (DOA). However, Section 4.08 of the DOA provides that the Board of Directors may, when it appears in the best interests of OCSD, authorize Staff to negotiate and award a contract for services, without observing the procedures prescribed. Staff believes this open process inviting proposals from all interested engineering service providers balances competition and efficiency. Page 2 of 4 For Category I task orders, it is in OCSD's best interest to allow the General Manager to select any single firm for a particular task order, based on the firm's suitability and qualification for the task order, without necessarily having to obtain three proposals. CATEGORY II TASK ORDERS For this Category II tasks, the Project Manager will seek proposals from all firms in the program, with a goal of obtaining at least three proposals for each task order. TASK ORDER APPROVAL Task order approval follows the DOA, in that task order amounts up to $100,000 will be approved by the General Manager. Task order amounts over $100,000 to $200,000 will be approved by the Operations Committee, and task orders over $200,000 will be approved by the Board of Directors. Consultant Selection Process An RFP which outlined the Scope of Work and selection criteria was sent to all firms who were registered in the online bidding system. Twelve proposals were received from the following firms: AECOM, Arcadis, Black & Veatch, Brown and Caldwell, Carollo, CH2M Hill, Hazen and Sawyer, HDR, MWH, RMC, and Tetra Tech. A panel of staff members reviewed and ranked each proposal using the following criteria: Evaluation Criteria Weighting Understandin and Approach 20% Qualifications of Firm 40% Qualifications of Team 40% Staff recommends awarding contracts to the five top-ranked firms as listed in the table below. PROPOSAL EVALUATION & RANKING Ranking Consultant 1. Brown and Caldwell 2. Black&Veatch 3. Arcadis 4. CH2M HILL 5. Tetra Tech CEQA The project is Statutorily Exempt and will only involve feasibility studies for possible future actions, which the agency has not approved, adopted, or funded, and will not have a legally binding effect on later activities. Page 3 of 4 BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This action does not impact the budget. The anticipated task order costs either have individual project budgets or are identified within a divisional budget under consulting services. This authorization complies with authority levels of the OCSD's Delegation of Authority, with the exception requested for approval to extend the General Manager's authority for studies up to $100,000 to select any single suitable firm in the Program for a particular task. Date of Approval Contract Amount Contingency N/A N/A N/A ATTACHMENTS The following attachmentia) maybe viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Plan2013-01 PSAAgreement—Arcadis • Plan2013-02 PSA Agreement— Black & Veatch • Plan2013-03 PSA Agreement— Brown and Caldwell • Plan2013-04 PSA Agreement— CH2MHill • Plan2013-05 PSA Agreement—Tetra Tech RT:GQsa:gc Page 4 of 4 Return to Aaenda Report PLANNING SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1 e day of December, 2013 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and ARCADIS U.S., 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 determined a need for Planning Studies to be prepared under ON-CALL PLANNING STUDIES, PLAN2013.01; and, WHEREAS, the SANITATION DISTRICT desired to engage CONSULTANTs for On-Call Planning Studies and conceptual designs for wastewater collection, treatment, and support facilities. Other services, such as field work and testing could also be required. The work will include studies that will address the SANITATION DISTRICT's CIP planning needs; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary planning services; and, WHEREAS, at its regular meeting on December 18, 2013, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee pursuant to Resolution No. OCSD 07-04 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 planning 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 of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the standards of best professional practice for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and PSA PLAN2013-01 On-Call Planning Studies Page 1 of 15 recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the report prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANTs services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s)within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CAD drawings, figures, and other work shall be produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. E. All planning services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or(b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. Except for Subconsultants covered by Section 2 (a) neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. 2. COMPENSATION A. Total compensation to CONSULTANT allowed under this AGREEMENT shall not exceed One Million Dollars ($1,000,000)for a three (3)year period. The SANITATION DISTRICT will compensate the CONSULTANT for the services provided according to the hourly rates, as applicable, for the items included in Attachment"G" - Fee Schedule. Each hourly rate represents a fully burdened hourly rate. B. As the need for professional services arises during the term of this AGREEMENT, and within the overall Scope of Work, Task Orders may be issued to CONSULTANT at SANITATION DISTRICT's sole discretion. Each Task Order will specifically define the scope of work, the not-to-exceed amount to be paid to the CONSULTANT, and any other information necessary to complete the Task PSA PLAN2013-01 On-Call Planning Studies Page 2 of 15 Order. The SANITATION DISTRICT does not guarantee that CONSULTANT will receive any assignment, nor that the firm will receive an equal number of assignments, nor does the SANITATION DISTRICT make any guarantee that the contract amount, identified in Paragraph A above, will be expended. Task Order assignment will be as follows: Task Orders One Hundred Thousand Dollars ($100,000)and under, the SANITATION DISTRICT will select the firm to perform the task considering scope, qualifications, experience, availability and any other considerations the SANITATION DISTRICT deems relevant. All Task Orders One Hundred One Thousand Dollars ($101,000)to Two Hundred Fifty Thousand Dollars ($250,000), will be competed between all selected on-call firms. This Task Order AGREEMENT shall not be used for Task Orders over Two Hundred Fifty Thousand Dollars ($250,000). C. Rates may be adjusted every January 1, beginning January 1, 2015, by mutual agreement of the Parties. Escalation 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. 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. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1)current billing period invoicing, 2) current billing period "total percent invoiced to date", 3)future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Monthly Invoice. CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 11 -Audit Provisions. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. PSA PLAN2013-01 On-Call Planning Studies Page 3 of 15 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. B. 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. C. 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. D. 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. PSA PLAN2013-01 On-Call Planning Studies Page 4 of 15 5. PREVAILING WAGES To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. DOCUMENT OWNERSHIP A. Ownership of Documents for the Planning 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 Planning 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 Planning 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. C. The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 7. INSURANCE A. General I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Workers Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State PSA PLAN2013-01 On-Call Planning Studies Page 5 of 15 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 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 Liabilitv 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) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. PSA PLAN2013-01 On-Call Planning Studies Page 6 of 15 E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this AGREEMENT. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION PSA PLAN2013-01 On-Call Planning Studies Page 7 of 15 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(7/97)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 1001 and CG 2037 1001 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for (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 25-5 (7197)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 Contracts Administration, Div. 230, 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. PSA PLAN2013-01 On-Call Planning Studies Page 8 of 15 I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Suboonsultants 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. 8. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. PSA PLAN2013-01 On-Call Planning Studies Page 9 of 15 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 on a per-project-element basis, broken down as indicated in Section 2 - Compensation. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's employees and Subconsultants are comprised of registered engineers and a staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all Project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will PSA PLAN2013-01 On-Call Planning Studies Page 10 of 15 be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Sarah L. Strader, Senior Contracts Administrator CONSULTANT: ARCADIS U.S., INC. 8001 Irvine Center Drive, Suite 1100 Irvine, CA 92618 Attention: Joseph A. Laurie, PE All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved by the SANITATION DISTRICT Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. PSA PLAN2013-01 On-Call Planning Studies Page 11 of 15 Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13 - Notices. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 20. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). PSA PLAN2013-01 On-Call Planning Studies Page 12 of 15 21. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT'S sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT'S fees and costs and the SANITATION DISTRICT'S general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is 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 PLAN2013-01 On-Call Planning Studies Page 13 of 15 22. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 23. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the Department and may be considered in future CONSULTANT selection processes. 24. 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 PLAN2013-01 On-Call Planning Studies Page 14 of 15 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: ARCADIS U.S., INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Maria E. Ayala Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A" Scope of Work Attachment'B" Not attached Attachment"C' Allowable Direct Costs Attachment"D" Not attached Attachment"E" Not attached Attachment"F Not attached Attachment"G" Hourly Rate Schedule Attachment"H" Proposed Staff Roles SLS:yp EDMS:003980787 PSA PLAN2013-01 On-Call Planning Studies Page 15 of 15 Return to Aaenda Report PLANNING SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1 e day of December, 2013 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and BLACK&VEATCH CORPORATION, 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 determined a need for Planning Studies to be prepared under ON-CALL PLANNING STUDIES, PLAN2013.02; and, WHEREAS, the SANITATION DISTRICT desired to engage CONSULTANTs for On-Call Planning Studies and conceptual designs for wastewater collection, treatment, and support facilities. Other services, such as field work and testing could also be required. The work will include studies that will address the SANITATION DISTRICT's CIP planning needs; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary planning services; and, WHEREAS, at its regular meeting on December 18, 2013, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee pursuant to Resolution No. OCSD 07-04 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 planning 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 of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. 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 PSA PLAN2013-02 On-Call Planning Studies Page 1 of 15 SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the report prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANTs services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s)within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CAD drawings, figures, and other work shall be produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. E. All planning services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or(b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. Except for Subconsultants covered by Section 2 (a) neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. 2. COMPENSATION A. Total compensation to CONSULTANT allowed under this AGREEMENT shall not exceed One Million Dollars ($1,000,000)for a three (3)year period. The SANITATION DISTRICT will compensate the CONSULTANT for the services provided according to the hourly rates, as applicable, for the items included in Attachment"G" - Fee Schedule. Each hourly rate represents a fully burdened hourly rate. B. As the need for professional services arises during the term of this AGREEMENT, and within the overall Scope of Work, Task Orders may be issued to CONSULTANT at SANITATION DISTRICT's sole discretion. Each Task Order will specifically define the scope of work, the not-to-exceed amount to be paid to the CONSULTANT, and any other information necessary to complete the Task PSA PLAN2013-02 On-Call Planning Studies Page 2 of 15 Order. The SANITATION DISTRICT does not guarantee that CONSULTANT will receive any assignment, nor that the firm will receive an equal number of assignments, nor does the SANITATION DISTRICT make any guarantee that the contract amount, identified in Paragraph A above, will be expended. Task Order assignment will be as follows: Task Orders One Hundred Thousand Dollars ($100,000)and under, the SANITATION DISTRICT will select the firm to perform the task considering scope, qualifications, experience, availability and any other considerations the SANITATION DISTRICT deems relevant. All Task Orders One Hundred One Thousand Dollars ($101,000)to Two Hundred Fifty Thousand Dollars ($250,000), will be competed between all selected on-call firms. This Task Order AGREEMENT shall not be used for Task Orders over Two Hundred Fifty Thousand Dollars ($250,000). C. Rates may be adjusted every January 1, beginning January 1, 2015, by mutual agreement of the Parties. Escalation 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. 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. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period 'total percent invoiced to date", 3)future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Monthly Invoice. CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 11 -Audit Provisions. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. PSA PLAN2013-02 On-Call Planning Studies Page 3 of 15 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. B. 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. C. 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. D. 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. PSA PLAN2013-02 On-Call Planning Studies Page 4 of 15 5. PREVAILING WAGES To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. DOCUMENT OWNERSHIP A. Ownership of Documents for the Planning 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 Planning 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 Planning 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. C. The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 7. INSURANCE A. General I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Workers Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State PSA PLAN2013-02 On-Call Planning Studies Page 5 of 15 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 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 Liabilitv 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) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. AutomotiveNehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. PSA PLAN2013-02 On-Call Planning Studies Page 6 of 15 E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this AGREEMENT. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION PSA PLAN2013-02 On-Call Planning Studies Page 7 of 15 DISTRICT before work commences. The CONSULTANT shall provide the SANITATION DISTRICT with access to copies of its insurance policies and amendatory endorsements effecting coverage at its regional office in Irvine, California during normal working hours. Confidential information may be redacted from said policies, provided that verification of coverage may not be redacted. Said policies and endorsements shall conform to the requirements herein stated. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25-S(7/97)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. H. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30)days' prior written notice. The Cancellation Section of ACORD Form 25-5 (7/97)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 Contracts Administration, Div. 230, 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. PSA PLAN2013-02 On-Call Planning Studies Page 8 of 15 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. The SANITATION DISTRICT will not invoke the option expressed in this paragraph unless it has reasonable cause to question CONSULTANT's financial strength. 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. 8. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. PSA PLAN2013-02 On-Call Planning Studies Page 9 of 15 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 on a per-project-element basis, broken down as indicated in Section 2 - Compensation. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's employees and Subconsultants are comprised of registered engineers and a staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all Project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will PSA PLAN2013-02 On-Call Planning Studies Page 10 of 15 be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Sarah L. Strader, Senior Contracts Administrator CONSULTANT: BLACK &VEATCH CORPORATION 15615 Alton Parkway, Suite 300 Irvine, CA 92618 Attention: David A. Cover, P.E., BCEE All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved by the SANITATION DISTRICT Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. PSA PLAN2013-02 On-Call Planning Studies Page 11 of 15 Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13 - Notices. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 20. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). PSA PLAN2013-02 On-Call Planning Studies Page 12 of 15 21. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT'S sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT'S fees and costs and the SANITATION DISTRICT'S general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is 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 PLAN2013-02 On-Call Planning Studies Page 13 of 15 22. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 23. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the Department and may be considered in future CONSULTANT selection processes. 24. 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 PLAN2013-02 On-Call Planning Studies Page 14 of 15 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: BLACK & VEATCH CORPORATION By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Maria E. Ayala Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A" Scope of Work Attachment'B" Not attached Attachment"C' Allowable Direct Costs Attachment"D" Not attached Attachment"E" Not attached Attachment"F Not attached Attachment"G" Hourly Rate Schedule Attachment"H" Proposed Staff Roles SLS:yp EDMS:003980796 PSA PLAN2013-02 On-Call Planning Studies Page 15 of 15 Return to Aaenda Report PLANNING SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1 e day of December, 2013 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and BROWN AND CALDWELL, 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 determined a need for Planning Studies to be prepared under ON-CALL PLANNING STUDIES, PLAN2013.03; and, WHEREAS, the SANITATION DISTRICT desired to engage CONSULTANTs for On-Call Planning Studies and conceptual designs for wastewater collection, treatment, and support facilities. Other services, such as field work and testing could also be required. The work will include studies that will address the SANITATION DISTRICT's CIP planning needs; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary planning services; and, WHEREAS, at its regular meeting on December 18, 2013, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee pursuant to Resolution No. OCSD 07-04 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 planning 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 of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. 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 PSA PLAN2013-03 On-Call Planning Studies Page 1 of 15 SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the report prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANTs services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s)within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CAD drawings, figures, and other work shall be produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. E. All planning services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or(b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. Except for Subconsultants covered by Section 2 (a) neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. 2. COMPENSATION A. Total compensation to CONSULTANT allowed under this AGREEMENT shall not exceed One Million Dollars ($1,000,000)for a three (3)year period. The SANITATION DISTRICT will compensate the CONSULTANT for the services provided according to the hourly rates, as applicable, for the items included in Attachment"G" - Fee Schedule. Each hourly rate represents a fully burdened hourly rate. B. As the need for professional services arises during the term of this AGREEMENT, and within the overall Scope of Work, Task Orders may be issued to CONSULTANT at SANITATION DISTRICT's sole discretion. Each Task Order will specifically define the scope of work, the not-to-exceed amount to be paid to the CONSULTANT, and any other information necessary to complete the Task PSA PLAN2013-03 On-Call Planning Studies Page 2 of 15 Order. The SANITATION DISTRICT does not guarantee that CONSULTANT will receive any assignment, nor that the firm will receive an equal number of assignments, nor does the SANITATION DISTRICT make any guarantee that the contract amount, identified in Paragraph A above, will be expended. Task Order assignment will be as follows: Task Orders One Hundred Thousand Dollars ($100,000)and under, the SANITATION DISTRICT will select the firm to perform the task considering scope, qualifications, experience, availability and any other considerations the SANITATION DISTRICT deems relevant. All Task Orders One Hundred One Thousand Dollars ($101,000)to Two Hundred Fifty Thousand Dollars ($250,000), will be competed between all selected on-call firms. This Task Order AGREEMENT shall not be used for Task Orders over Two Hundred Fifty Thousand Dollars ($250,000). C. Rates may be adjusted every January 1, beginning January 1, 2015, by mutual agreement of the Parties. Escalation 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. 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. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period 'total percent invoiced to date", 3)future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Monthly Invoice. CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 11 -Audit Provisions. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. PSA PLAN2013-03 On-Call Planning Studies Page 3 of 15 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. B. 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. C. 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. D. 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. PSA PLAN2013-03 On-Call Planning Studies Page 4 of 15 S. PREVAILING WAGES To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. DOCUMENT OWNERSHIP A. Ownership of Documents for the Planning 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 Planning 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 Planning 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. C. The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 7. INSURANCE A. General I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State PSA PLAN2013-03 On-Call Planning Studies Page 5 of 15 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 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 Liabilitv 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) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. PSA PLAN2013-03 On-Call Planning Studies Page 6 of 15 E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this AGREEMENT. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION PSA PLAN2013-03 On-Call Planning Studies Page 7 of 15 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(7/97)or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 1001 and CG 2037 1001 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for (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 25-5 (7197)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 Contracts Administration, Div. 230, 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. PSA PLAN2013-03 On-Call Planning Studies Page 8 of 15 I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Suboonsultants 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. 8. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. PSA PLAN2013-03 On-Call Planning Studies Page 9 of 15 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 on a per-project-element basis, broken down as indicated in Section 2 - Compensation. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's employees and Subconsultants are comprised of registered engineers and a staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all Project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will PSA PLAN2013-03 On-Call Planning Studies Page 10 of 15 be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Sarah L. Strader, Senior Contracts Administrator CONSULTANT: BROWN AND CALDWELL 18200 Von Karmen Ave., Suite 400 Irvine, CA 92612 Attention: Dan Bunce, P.E. PMP All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved by the SANITATION DISTRICT Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. PSA PLAN2013-03 On-Call Planning Studies Page 11 of 15 Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13 - Notices. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 20. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). PSA PLAN2013-03 On-Call Planning Studies Page 12 of 15 21. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT'S sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT'S fees and costs and the SANITATION DISTRICT'S general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is 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 PLAN2013-03 On-Call Planning Studies Page 13 of 15 22. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 23. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the Department and may be considered in future CONSULTANT selection processes. 24. 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 PLAN2013-03 On-Call Planning Studies Page 14 of 15 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: BROWN AND CALDWELL By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Maria E. Ayala Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A" Scope of Work Attachment'B" Not attached Attachment"C' Allowable Direct Costs Attachment"D" Not attached Attachment"E" Not attached Attachment"F Not attached Attachment"G" Hourly Rate Schedule Attachment"H" Proposed Staff Roles SLS:yp EDMS:003980797 PSA PLAN2013-03 On-Call Planning Studies Page 15 of 15 Return to Aaenda Report PLANNING SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1 e day of December, 2013 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and CH2M HILL ENGINEERS, INC., for purposes of this AGREEMENT hereinafter referred to as"CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties"or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT determined a need for Planning Studies to be prepared under ON-CALL PLANNING STUDIES, PLAN2013.04; and, WHEREAS, the SANITATION DISTRICT desired to engage CONSULTANTs for On-Call Planning Studies and conceptual designs for wastewater collection, treatment, and support facilities. Other services, such as field work and testing could also be required. The work will include studies that will address the SANITATION DISTRICT's CIP planning needs; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary planning services; and, WHEREAS, at its regular meeting on December 18, 2013, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee pursuant to Resolution No. OCSD 07-04 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 planning 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 of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the standards of best professional practice for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and PSA PLAN2013-04 On-Call Planning Studies Page 1 of 15 recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the report prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANTs services and/or work product(s) is not performed in conformance 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 reasonable timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CAD drawings, figures, and other work shall be produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. E. All planning services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or(b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. Except for Subconsultants covered by Section 2 (a) neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. 2. COMPENSATION A. Total compensation to CONSULTANT allowed under this AGREEMENT shall not exceed One Million Dollars ($1,000,000)for a three (3)year period. The SANITATION DISTRICT will compensate the CONSULTANT for the services provided according to the hourly rates, as applicable, for the items included in Attachment"G" - Fee Schedule. Each hourly rate represents a fully burdened hourly rate. B. As the need for professional services arises during the term of this AGREEMENT, and within the overall Scope of Work, Task Orders may be issued to CONSULTANT at SANITATION DISTRICT's sole discretion. Each Task Order will specifically define the scope of work, the not-to-exceed amount to be paid to the CONSULTANT, and any other information necessary to complete the Task PSA PLAN2013-04 On-Call Planning Studies Page 2 of 15 Order. The SANITATION DISTRICT does not guarantee that CONSULTANT will receive any assignment, nor that the firm will receive an equal number of assignments, nor does the SANITATION DISTRICT make any guarantee that the contract amount, identified in Paragraph A above, will be expended. Task Order assignment will be as follows: Task Orders One Hundred Thousand Dollars ($100,000)and under, the SANITATION DISTRICT will select the firm to perform the task considering scope, qualifications, experience, availability and any other considerations the SANITATION DISTRICT deems relevant. All Task Orders One Hundred One Thousand Dollars ($101,000)to Two Hundred Fifty Thousand Dollars ($250,000), will be competed between all selected on-call firms. This Task Order AGREEMENT shall not be used for Task Orders over Two Hundred Fifty Thousand Dollars ($250,000). C. Rates may be adjusted every January 1, beginning January 1, 2015, by mutual agreement of the Parties. Escalation 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. 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. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period "total percent invoiced to date", 3)future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Monthly Invoice. CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 11 —Audit Provisions. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. PSA PLAN2013-04 On-Call Planning Studies Page 3 of 15 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. B. 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. C. 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. D. 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. PSA PLAN2013-04 On-Call Planning Studies Page 4 of 15 5. PREVAILING WAGES To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. DOCUMENT OWNERSHIP A. Ownership of Documents for the Planning 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 Planning 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 Planning 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. C. The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 7. INSURANCE A. General I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Workers Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State PSA PLAN2013-04 On-Call Planning Studies Page 5 of 15 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 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 Liabilitv 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) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. PSA PLAN2013-04 On-Call Planning Studies Page 6 of 15 E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this AGREEMENT. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION PSA PLAN2013-04 On-Call Planning Studies Page 7 of 15 DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25-5(7/97) or equivalent. • Additional Insurance (ISO Form)CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 1001 and CG 2037 1001 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for (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 25-5 (7197)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 Contracts Administration, Div. 230, 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. PSA PLAN2013-04 On-Call Planning Studies Page 8 of 15 I. Primary Insurance Liability policies in paragraphs B, C, and D, shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured Liability policies in paragraphs B, C, and D, shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies in paragraph B, C, and D, shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. 8. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. PSA PLAN2013-04 On-Call Planning Studies Page 9 of 15 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 on a per-project-element basis, broken down as indicated in Section 2 - Compensation. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's employees and Subconsultants are comprised of registered engineers and a staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all Project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will PSA PLAN2013-04 On-Call Planning Studies Page 10 of 15 be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Sarah L. Strader, Senior Contracts Administrator CONSULTANT: CH2M HILL ENGINEERS, INC. 6 Hutton Centre Drive, Suite 700 Santa Ana, CA 92707 Attention: Fred Soroushian, PE All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved by the SANITATION DISTRICT Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. PSA PLAN2013-04 On-Call Planning Studies Page 11 of 15 Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 13 - Notices. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 20. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). PSA PLAN2013-04 On-Call Planning Studies Page 12 of 15 21. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT'S sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT'S fees and costs and the SANITATION DISTRICT'S general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is 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 PLAN2013-04 On-Call Planning Studies Page 13 of 15 22. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 23. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the Department and may be considered in future CONSULTANT selection processes. 24. 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 PLAN2013-04 On-Call Planning Studies Page 14 of 15 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: CH2M HILL ENGINEERS, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Maria E. Ayala Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A" Scope of Work Attachment'B" Not attached Attachment"C' Allowable Direct Costs Attachment"D" Not attached Attachment"E" Not attached Attachment"F Not attached Attachment"G" Hourly Rate Schedule Attachment"H" Proposed Staff Roles SLS:yp EDMS:003980798 PSA PLAN2013-04 On-Call Planning Studies Page 15 of 15 Return to Aaenda Report PLANNING SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1 e day of December, 2013 by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and TETRA TECH, 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 determined a need for Planning Studies to be prepared under ON-CALL PLANNING STUDIES, PLAN2013.05; and, WHEREAS, the SANITATION DISTRICT desired to engage CONSULTANTs for On-Call Planning Studies and conceptual designs for wastewater collection, treatment, and support facilities. Other services, such as field work and testing could also be required. The work will include studies that will address the SANITATION DISTRICT's CIP planning needs; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary planning services; and, WHEREAS, at its regular meeting on December 18, 2013, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee pursuant to Resolution No. OCSD 07-04 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 planning 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 of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this AGREEMENT and shall ensure that all work is performed to the standards of best professional practice for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all comments, suggestions, and PSA PLAN2013-05 On-Call Planning Studies Page 1 of 15 recommendations from the SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the report prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANTs services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s)within the timeframe specified by the Project Engineer/Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CAD drawings, figures, and other work shall be produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CAD work from any other non-standard CAD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. E. All planning services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that(a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or(b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. Except for Subconsultants covered by Section 2 (a) neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. 2. COMPENSATION A. Total compensation to CONSULTANT allowed under this AGREEMENT shall not exceed One Million Dollars ($1,000,000)for a three (3)year period. The SANITATION DISTRICT will compensate the CONSULTANT for the services provided according to the hourly rates, as applicable, for the items included in Attachment"G" - Fee Schedule. Each hourly rate represents a fully burdened hourly rate. B. As the need for professional services arises during the term of this AGREEMENT, and within the overall Scope of Work, Task Orders may be issued to CONSULTANT at SANITATION DISTRICT's sole discretion. Each Task Order will specifically define the scope of work, the not-to-exceed amount to be paid to the CONSULTANT, and any other information necessary to complete the Task PSA PLAN2013-05 On-Call Planning Studies Page 2 of 15 Order. The SANITATION DISTRICT does not guarantee that CONSULTANT will receive any assignment, nor that the firm will receive an equal number of assignments, nor does the SANITATION DISTRICT make any guarantee that the contract amount, identified in Paragraph A above, will be expended. Task Order assignment will be as follows: Task Orders One Hundred Thousand Dollars ($100,000)and under, the SANITATION DISTRICT will select the firm to perform the task considering scope, qualifications, experience, availability and any other considerations the SANITATION DISTRICT deems relevant. All Task Orders One Hundred One Thousand Dollars ($101,000)to Two Hundred Fifty Thousand Dollars ($250,000), will be competed between all selected on-call firms. This Task Order AGREEMENT shall not be used for Task Orders over Two Hundred Fifty Thousand Dollars ($250,000). C. Rates may be adjusted every January 1, beginning January 1, 2015, by mutual agreement of the Parties. Escalation 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. 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. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period 'total percent invoiced to date", 3)future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Monthly Invoice. CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 11 -Audit Provisions. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%)of the invoiced amount on a per-project-element basis. PSA PLAN2013-05 On-Call Planning Studies Page 3 of 15 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. B. 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. C. 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. D. 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. PSA PLAN2013-05 On-Call Planning Studies Page 4 of 15 5. PREVAILING WAGES To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. DOCUMENT OWNERSHIP A. Ownership of Documents for the Planning 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 Planning 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 Planning 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. C. The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the SANITATION DISTRICT and may be considered in future CONSULTANT selection processes. 7. INSURANCE A. General I. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class Vill, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Workers Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State PSA PLAN2013-05 On-Call Planning Studies Page 5 of 15 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 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 Liabilitv 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) must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. PSA PLAN2013-05 On-Call Planning Studies Page 6 of 15 E. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. F. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000)with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this AGREEMENT. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10)days prior to the expiration of each policy term. G. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION PSA PLAN2013-05 On-Call Planning Studies Page 7 of 15 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 fors that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25-5(7/97) or equivalent. • Additional Insurance (ISO Form)CG2010 11 85 or (General Liability) The combination of(ISO Forms) CG 2010 1001 and CG 2037 1001 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for (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 25-5 (7197)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 Contracts Administration, Div. 230, 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. PSA PLAN2013-05 On-Call Planning Studies Page 8 of 15 I. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. J. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. K. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. L. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. M. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. N. Suboonsultants 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. 8. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. PSA PLAN2013-05 On-Call Planning Studies Page 9 of 15 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 on a per-project-element basis, broken down as indicated in Section 2 - Compensation. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 10. ENGINEERING REGISTRATION The CONSULTANT's employees and Subconsultants are comprised of registered engineers and a staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3)years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all Project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will PSA PLAN2013-05 On-Call Planning Studies Page 10 of 15 be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT'S staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Sarah L. Strader, Senior Contracts Administrator CONSULTANT: TETRA TECH, INC. 17885 Von Kerman Ave., Suite 500 Irvine, CA 92614 Attention: Steve Tedesco, P.E. All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved by the SANITATION DISTRICT Project Manager prior to action from the CONSULTANT. 14. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30)days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. PSA PLAN2013-05 On-Call Planning Studies Page 11 of 15 Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Paragraph 13- NOTICES. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 16. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. 17. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 18. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 20. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). PSA PLAN2013-05 On-Call Planning Studies Page 12 of 15 21. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT'S sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT'S officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT'S fees and costs and the SANITATION DISTRICT'S general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from, pertain to, or relate to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT'S suppliers, CONSULTANT, subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A)the active negligence or willful misconduct of the Indemnified Parties; or (B)a natural disaster or other act of God, such as an earthquake; or (C)the independent action of a third party who is 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 PLAN2013-05 On-Call Planning Studies Page 13 of 15 22. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT'S indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 23. CONSULTANT PERFORMANCE The CONSULTANT's performance shall be evaluated by the SANITATION DISTRICT. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by the Department and may be considered in future CONSULTANT selection processes. 24. 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 PLAN2013-05 On-Call Planning Studies Page 14 of 15 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: TETRA TECH, INC. By Date Printed Name &Title ORANGE COUNTY SANITATION DISTRICT By Chair, Board of Directors Date By Maria E. Ayala Clerk of the Board Date By Marc Dubois Date Contracts, Purchasing and Materials Management Division Manager Attachments: Attachment"A" Scope of Work Attachment'B" Not attached Attachment"C' Allowable Direct Costs Attachment"D" Not attached Attachment"E" Not attached Attachment"F Not attached Attachment"G" Hourly Rate Schedule Attachment"H" Proposed Staff Roles SLS:yp EDMS:0039807N PSA PLAN2013-05 On-Call Planning Studies Page 15 of 15 OPERATIONS COMMITTEE MeeingDate TOBA.OfDir. lz/a/17 lz/1B/13 AGENDA REPORT Number Item N Item 2m s Nu be Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Operations & Maintenance Director SUBJECT: AMENDMENT NO. 1 TO PURCHASE ORDER #104901-OB FOR PLANT 2 TRICKLING FILTERS CARBON CHANGE OUT, SPECIFICATION NO. S-2013-580 GENERAL MANAGER'S RECOMMENDATION A. Approve Amendment No. 1 to Service Contract/Purchase Order #104901-OB with Pure Air Filtration, LLC for Plant 2 Trickling Filters Carbon Change Out [replacement], Specification No. S-2013-580 for an additional $474,800 for the purchase of up to (4) four additional replacements (including carbon media, materials storage fee, freight, tax, and one-time project oversight cost) for a new total purchase order amount not to exceed $710,000; and B. Approve a contingency of$71,000 (10%). SUMMARY In August 2013, OCSD awarded a Service Contract/Purchase Order to Pure Air Filtration for installation of carbon media at the Plant 2 trickling filter's odor control scrubbers. The original Contract covered the cost of two carbon media replacements, which was based on a 6-month carbon media life expectancy. With escalating odor complaints from the neighbors at Plant 2, more frequent carbon replacement is necessary to mitigate the odor. Staff recommends replacing the carbon media every two months through the remainder of the Contract period and purchasing it from Pure Air Filtration, LLC because they were the lowest responsive and responsible bidder during the recent bidding of the carbon media blend, which appears to be effective. In addition, if OCSD were to re-bid this work, the timeframe to put a new contract in place could extend beyond the period needed to change out the carbon to avoid further impacts to the surrounding community. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Staff is evaluating whether more cost-effective alternatives exist to treat the foul air instead of replacing the carbon media on a two month schedule, including transporting the foul air from the trickling filters to existing chemical scrubbers operating at an adjacent process or bringing in portable chemical scrubbers. Page 1 of 2 CEQA N/A DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the OCSD's Delegation of Authority. The carbon replacement is funded from the Operating budget, Repairs & Maintenance Services line item. Date of ADDroval Contract Amount Continaencv FY2013-14 Budget Update, Pg.A-10 $235,200(including tax) 00(0%) 12/18/13 $474,800 $71,000(10%) $710,000 $71,000(10%) ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: Amendment No. 1 ET:MK:cf Page 2 of 2 Return to Mende Report AMENDMENT NO. 1 SERVICE CONTRACT Plant 2 Trickling Filters Carbon Change Out Specification No. 5-2013580 THIS AMENDMENT TO THE AGREEMENT is made and entered into, to be effective on the date last signed below by and between Orange County Sanitation District hereinafter referred to as "OCSD" with main offices located at 10844 Ellis Avenue, Fountain Valley, California 92708-7018 and PureAlr Filtration, LLC with a principal business at 6050 Peachtree Parkway#240-187, Norcross, Georgia 30092 (hereinafter referred to as"Contractor") collectively referred to as the"Parties". WHEREAS, OCSD and Consultant executed, delivered and entered into the Agreement between OCSD and Consultant, the effective date of which is August 19, 2013 ("the Agreement"); and WHEREAS, the Parties wish to amend the Agreement to make certain modifications which shall be called Amendment No. 1 ("Amendment"); and WHEREAS, on December 18, 2013, the Board of Directors of OCSD, by minute order, authorized execution of this Amendment between OCSD and Consultant; and WHEREAS, the Parties to the Agreement desire that this Amendment be incorporated into the Agreement and become a part thereof from the beginning; and WHEREAS, the Parties desire that the Agreement as modified by this Amendment shall constitute the sole and entire Agreement among the Parties; NOW, THEREFORE, in consideration of these premises and the mutual covenants contained herein, the Parties agree to amend the Agreement to: 1. Increase the number of Carbon Change Outs for up to (4) four additional replacements (including carbon media, materials storage fee, freight, tax, and one-time project oversight cost) for an additional cost of$474,800. 2. Increase the total Contract amount not to exceed to Seven Hundred Ten Thousand and 00/00 Dollars ($710,000). Except as expressly amended above, the Agreement will remain unchanged and in full force and effect IN. WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Amendment No. 1 to be signed by the duly authorized representatives as of the day and year last signed below. Oranoe County Sanitation District PureAir Filtration, LLC By: Contracts/Purchasing Manager Date Date Name: Chairman, Board of Directors Date Title: Clerk of the Board Date 1216/13 OPERATIONS COMMITTEE Meeting Date TOBA.of Dir. 12/4/2013 12/18/2013 AGENDA REPORT Item Item Nu 3mtM 6 1 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director Operations and Maintenance SUBJECT: REPLACEMENT OF PUTZMEISTER HYDRAULIC POWER UNITS FOR PLANT NO. 2 - BIOSOLIDS PUMPING STATION GENERAL MANAGER'S RECOMMENDATION A. Approve a sole source Contract to Pumpaction Solids Handling, for the purchase and installation of four hydraulic power units (HPU), for an amount not to exceed $707,200, and B. Approve a contingency of$70,720 (10%). SUMMARY Pumpaction Solids Handling (Pumpaction) is the sole authorized company for Putzmeister parts and repairs. The Putzmeister HPU's provide the hydraulic pressure required to drive the four biosolids transfer pumps used to move dewatered biosolids from the dewatering facility to truck loading where the biosolids are transported to offsite reuse or disposal sites. The four units currently in operation have reached their end of useful life and replacement of worn components was determined not to be a cost effective option compared to complete equipment replacement. The HPU's at Plant No. 2 have been in operation since 2001. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The HPU's currently perform at 60% of capacity requiring operation of additional pumps to meet biosolids transfer requirements and enable Operations to meet its goals. Based upon a November 2012 inspection by Pumpaction and OCSD staff, Pumpaction recommended replacement of the four HPU's, estimating remaining useful life at two years. This equipment replacement will ensure O&M is able to meet its biosolids dewatering and hauling requirements through the remaining service life of the pump station. CEQA N/A Page 1 of 2 BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsewers.com) with the complete agenda package: • Contract • Pumpaction Solids Handling - Quotation Page 2 of 2 Return to Aaenda Reoorl CONTRACT Replacement of Putzmeister Hydraulic Power Units (HPU) For Plant No.2 - Biosolids Pumping Station 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 Pumpaction Solids Handling with a principal business at 1200 Maronda Way, Monessen, Pennsylvania 15062 (hereinafter referred to as"Vendor") collectively referred to as the 'Parties". WITNESSETH WHEREAS, OCSD desires to purchase the equipment and retain the Services of Vendor as described in the attached Memorandum of Understanding (Exhibit "A") and Quote (Exhibit "B") herein referred to as"Equipment" and "Work" or"Installation" or collectively as 'Services"; and WHEREAS, OCSD has chosen Vendor to provide the Services in accordance with Purchasing Resolution No. OCSD07-04; and WHEREAS, on December 18, 2013, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and as "Vendor" and WHEREAS, Vendor 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 Vendor. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Memorandum and Quote, Exhibits "A" and "B". 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" Memorandum of Understanding dated December 10, 2013 Exhibit"B" Quote dated October 11, 2013 Exhibit"C" Acknowledgement of Insurance Requirements 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.6 The term "days", when used in this Contract, shall mean calendar days, unless otherwise noted as business days. Orange County Sanitation District 1 of 7 Return to Agenda Report 1.7 The term "Work", when used in this Contract, shall mean all the work specified in the Contract Documents necessary to complete the requirements of the Contract, including the furnishing of all labor and materials. 1.8 Vendor shall provide OCSD with all required premiums and/or overtime Work at no charge beyond the price provided below under Section 2 Compensation. 1.9 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Vendor as a result of Work performed in anticipation of purchases of said Services by OCSD. 2. Compensation 2.1 Compensation for this project shall not exceed the total amount of Seven Hundred Sixty- two Thousand and 00/00 Dollars ($707,200.00). • HA 11 of Power Pack ($167,000 each) $668,000 • Installation by Vendor($9,800 each, if performed on separate site visits) $39,200 2.2 Price includes all shipping, taxes, duties, tariffs, insurances, and miscellaneous items to OCSD. 3. Payments Payments shall be made upon approval by OCSD Project Manager, Lance Ginest or his designee, of invoices submitted for Services completed. OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 4. invoices 4.1 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. Vendor shall not pay less than the prevailing wage, if applicable. Invoices shall include the Purchase Order Number. 4.2 Invoices shall be emailed by Vendor to OCSD Accounts Payable at APStaff()OCSD.com and the Purchase Order number shall be referenced in the subject line. 5. Audit Rights Vendor 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 Vendor relating to the invoices submitted by Vendor pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Vendor shall provide all equipment and perform the Services as identified in Exhibits "A" and "B". All Services associated with the performance of this Contract shall be done in accordance with generally accepted industry and professional standards. 7. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 8. Contract Term All Work performed under this Contract shall be completed within 210 days from the date of notice to proceed. Orange County Sanitation Distnct 2 of 7 Return to Aaenda Repotl 9. Extensions The Term of this Contract may be extended only by written instrument signed by both Parties. 10. Freight MO.B. Destination) Vendor 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. 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, (delivered by certified mail, return receipt requested) of intent to temtinate. Upon receipt of a termination notice, Vendor shall immediately discontinue all Work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Vendor for Work performed (cost and fee) to the date of termination. Vendor 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 Vendor 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 Vendor is not meeting OCSD's 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 Vendor: • If Vendor becomes insolvent or files a petition under the Bankruptcy Act; or • if Vendor sells its business; or • if Vendor 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 Vendor shall be returned by Vendor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 12. Insurance Vendor 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, Exhibit "C". Vendor shall not commence Work under this Contract until all required insurance is obtained in a form acceptable to OCSD. nor shall Vendor allow any subcontractor to commence Services 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. Indemnification and Hold Harmless Provision Vendor agrees to save, indemnify, defend and hold harmless OCSD against any and all liability, claims, judgments, cost and demands, including demands arising from injuries or death of persons and damage to property, arising directly or indirectly out of the negligence or willful misconduct of Vendor, its employees or agents, in relation to the rendition of Services pursuant to this Contract, except claims or litigations arising through the sole negligence or willful misconduct of OCSD. Vendor agrees to reimburse OCSD for any expenditure, including reasonable attorneys fees, OCSD may incur by reason of such matters, and, if requested by OCSD, will defend any such suits at the cost and expense of Vendor. Orange County Sanitation Distnct 3 of 7 Return to Mende Report 14. Warranty 14.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of acceptance of Work and Equipment by OCSD. 14.2 Vendors warranty: If, within the 12-month period following completion of its Services, OCSD informs Vendor that any part of the Services fails to meet the standards required under this Contract, Vendor shall, within the time agreed to by OCSD and Vendor, take all such actions as are necessary to correct or complete the noted deficiency(ies). 15. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, ads 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. 16. Independent Contractor It is agreed that Vendor shall act and be an independent contractor and not an agent or employee of OCSD, and shall obtain no rights to any benefits which accrue to OCSD's employees. 17. Limitations upon Subcontracting and Assignment Vendor 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. 16. Licenses, Permits. Ordinances and Regulations Vendor 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 Vendor. 19. Applicable Laws and Regulations Vendor shall comply with all applicable federal, state, and local laws, rules, and regulations. Vendor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Vendor'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. 20. Familiarity with Work By executing this Contract, Vendor warrants that: 1) it has investicated 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 t s Contract. Should Vendor 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 Vendor's risk, until written instructions are received from OCSD. 21. Public Contracts Law OCSD has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per them 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. Vendor agrees that not less than said prevailing rates shall be paid to workers employed on this project as required by Labor Code Section 1774 of the State of California. 22. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. Orange County Sanitation District 4 of 7 Return to Mende Report 23. Dispute Resolution 23.1 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 aitemate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS'), or any similar organization or entity conducting an alternate dispute resolution process. 23.2 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. 24. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 25. 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 Vendor 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 Vendor fails to make delivery of the goods or Services or repudiates its obligations under this Agreement, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) cancel the Agreement; (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 Vendor. In the event OCSD elects to"coven' as described in (3), OCSD shall be entitled to recover from Vendor as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. 27. Severa6ility 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. 28. Survival The provisions of this Contract dealing with Payment, Warranty,. and Forum for Enforcement, shall survive termination or expiration of this Contract. 29. Disclosure Vendor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. Orange County Sanitation District 5 of 7 Return to Aaenda Repotl 30. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Vendor. 31. Damage to OCSD's Properly Any of OCSD's property damaged by Vendor, any subcontractors or by the personnel of either will be subject to repair or replacement by Vendor at no cost to OCSD. 32. OCSD Safety and Human Resources Policies OCSD requires all contractors, vendors 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 Vendor is required to follow the most stringent regulatory requirement at no cost to OCSD. Vendor, and all their employees and subcontractors, shall adhere to all applicable OCSD Safety and Human Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under"Safety". 33. Attomey's Fees If any action at law or inequity or if any proceeding in the form of an ARemative 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. 34. South Coast Air Quality Management District's fSCAQMDI Requirements It is Vendor'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. 35. Regulatory Requirements Vendor 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, and 261, Title 22, 23, and California Water Codes Division 2. 36. 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. 37. Read and Understood By signing this Contract, Vendor represents that he has read and understood the terms and conditions of the Contract. 38. Entire Agreement 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 Cwnty Sanitation District 6 of 7 Return to Mende Report 39. Notices All notices under this Contract 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. All notices shall be effective when first received at the following addresses: OCSD: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Vendor: Pumpaction Solids Handling 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: Chair Board of Directors Dated: By: Clerk of the Board Dated: By: Contracts/Purchasing Manager PUMPACTION SOLIDS HANDLING Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 7 of 7 Return to Mende Report Pompaction SOLIDS HANDLING A PutsEnOstes Solids Pumps Partner 10/11/2013 Quotation for Putzmeister HA110 E Power Packs Dear Mr. Ginest, We are pleased to offer to you this quotation for Putzmeister HA 110 E Power packs. These are new power packs, identical to those existing, with two differences. First, the Hydraulic Oil Tank will be made from Stainless Steel, and secondly the clean out ports will be included from the factory. (The existing hydraulic oil tanks are carbon steel, and did not have clean out ports; which were added about 6 years ago.) Make: Putzmeister Model: HA 110 E Power Pack Electric Motor HP: 150 HP (110 kW) Voltage: 460/3/60 hz. Service Factor: 1.15 Amperage: 180 FLA Enc Type: TEFC Operating RPM 1790 Oil tank Material: Stainless Steel Oil Tank Capacity: 233 Gallons (900 Liters) Hydraulic Oil Type: ISO VG46 Hydraulic Pumps: Rexroth A11 VO130 - Main Pump Rexroth A10V028 (13) - Feed Auger Pump Rexroth A10V028 (21) -Accumulator/ Poppet valve pump Gear pump (14)—Oil Conditioning Loop Oil Tank Heater: Included Oil Cooler: Water over Oil type Suction Filters: 3 Filters, Element type, 10 micron Pressure Gauges: Main pump, Accumulator, & Feed Auger pressures Suction Filter Gauges: One for each suction filter Temperature Gauge: Oil Temperature Gauge 1200 Maronda Way, Monessen, PA 15062 P 724-684.8081 F 724.684 8089 www.pumpactioncorp.com Return to Mende Report Other Features: -Ball valves to isolate power pack from pump for service needs. -Pick points for lifting into location. -Identical sensors as existing power pack We expect that it will take 4-5 days labor (one man)(+travel time) to switch out each existing power pack for the new ones, to get the pressures adjusted, and we will need a crane for one of those days, and there will be some travel days, travel, hotel, and meal expenses for the service technicians doing the work. Another consideration is will you want to change them out one, two, three, or all four during one service trip. The additional trips for separate installations will be more costly; but perhaps it would be a good idea to operate the new power packs for a little while to insure that things are operating smoothly before taking another pump/power pack off line. At the moment new hydraulic hoses between the power pack and the hard piping are not included, and depending on when the hard piping is replaced; and what type ends are used we can add that as needed. Lastly, we have asked for an identical power pack to those in use, but if PM finds that technology has changed, and some of the older sensors, or some small components are not available any more, it is possible we may need to adapt a few things. Pricing: HA 110E Power pack per above ($167,000. each); 4 Power Packs - $668,000. Delivery: To be determined when factory returns to work from holiday today. Service Technician Labor: Labor for 1 Power pack exchange with expenses (1 man, 5 days) $9,800. (site crane rental additional) (Any applicable sales or use taxes additional) Best Regards, Cliff Decker Pumpaction Corp ITEM NO. 14 MINUTES OF THE REGULAR MEETING OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, December 11, 2013, at 5:30 P.M. A regular meeting of the Administration Committee of the Orange County Sanitation District was held on December 11, 2013, at 5:30 p.m., in the Sanitation Districts Administration Building. Following the Pledge of Allegiance, a quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Brad Reese, Chair Jim Herberg, General Manager John Withers, Vice-Chair Bob Ghirelli, Assistant General Manager David Benavides Lorenzo Tyner, Director of Finance Steven Choi & Administrative Services Tyler Diep Jeff Reed, Director of Human Resources Peter Kim Nick Kanetis, Director of Engineering Prakash Narain Maria Ayala, Clerk of the Board Bob Ooten (Alternate) Norbert Gaia Joe Shaw Al Garcia Teresa Smith Andrew Nau Troy Edgar, Board Chair Sarah Redinger COMMITTEE MEMBERS ABSENT: OTHERS PRESENT: Jim Ferryman Brad Hogin, General Counsel Todd Staley, PIMCO Stephanie King, PIMCO PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Reese did not give a report. REPORT OF GENERAL MANAGER: General Manager, Jim Herberg, did not give a report. 12/11/13 Administration Committee Minutes Page 1 of 3 REPORT OF DIRECTOR OF FINANCE AND ADMINISTRATIVE SERVICES: Lorenzo Tyner, Director of Finance and Administrative Services, introduced Stephanie King and Todd Staley. Ms. King and Mr. Staley are representatives from Pacific Investment Management Company (PIMCO). They distributed a report of the District's investment strategy review, and proceeded to review the report and explained the performance of the District's investment portfolio. The Committee asked questions and made comments regarding: the firm's current management of the portfolio; changing the District's investment strategy; requesting more information on comparisons between OCSD and other similar agencies that the firm manages with similar portfolios; and what changes can be made to avoid a negative performance in the future. Director Nguyen made a request for the comparison information to be provided to the Committee at a later date. Staff, Ms. King, and Mr. Staley responded to questions from the Committee. CONSENT CALENDAR: 1. MOVED, SECONDED, AND DULY CARRIED: Approve Minutes of the November 13, 2013 Administration Committee Meeting. ACTION ITEMS: 2. Interview and select a labor relations consulting services firm per Steering Committee direction regarding meet and confer with represented employee groups, including assistance in developing labor negotiations strategies and providing assistance with other labor relations matters. Jeff Reed, Director of Human Resources, briefly explained the item and the direction received from the Steering Committee. He introduced Andrew Nau, Sr. Human Resource Analyst, to explain the current status of labor unit contracts and negotiations process. He announced the four firms that would be interviewed by the Committee, members of each firm were present in the audience, and the briefly explained the interview process. After considerable dialogue and discussion by the Committee, with staff responding to various questions, the Administration Committee came to the following vote: 12/11/13 Administration Committee Minutes Page 2 of 3 MOVED, SECONDED, and DULY CARRIED: Director Choi motioned, with Board Chair Edgar seconding the motion, for Committee Chair Reese to survey the Committee and select members to an ad hoc committee to conduct the interviews, after which the final recommendation will be brought back for the Administration Committee to consider for approval. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Committee Chair Reese declared the meeting adjourned at 6:44 p.m. Submitted by: Maria E. Ayala, Clerk of the Board I211/13 Administration Committee Minutes Page 3 of 3 ITEM NO. 15 MINUTES LEGISLATIVE AND PUBLIC AFFAIRS SPECIAL COMMITTEE MEETING Orange County Sanitation District The Legislative and Public Affairs Special Committee meeting convened on Monday, December 9, 2013, at 8:08 a.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS STAFF PRESENT PRESENT: Jim Herberg, General Manager Troy Edgar, Board Chair Bob Ghirelli, Assistant General Brad Reese, Administration Committee Manager Chair Nick Arhontes, Director of Facilities John Withers, Administration Support Services Committee Vice-Chair Nick Kanetis, Director of Engineering David Benavides, Director Jeff Reed, Director of Human Resources Lorenzo Tyner, Director of Finance & Administrative Services COMMITTEE MEMBERS ABSENT: Kelly Lore, Administrative Assistant John Nielsen, Operations Committee Jim Colston Vice-Chair Faviola Miranda Joe Shaw, Director VACANT, Board Vice-Chair OTHERS PRESENT: Heather Stratman, Townsend Public Affairs David French, ENS Resources (via teleconference) PUBLIC COMMENTS: None. REPORTS: General Manager, Jim Herberg, reported on his participation as a panelist at the Water Infrastructure Town Hall meeting hosted by Assemblywoman Sharon Quirk- Silva, held on December 3rd, regarding 2014 Water Bond. Mr. Herberg stated that OCSD's message of recycling and of our accomplishments over the last few years was very well received. Minutes of the Legislative and Public Affairs Special Committee December 9, 2013 Page 2 of 3 Director Withers reported that he attended the ACWA conference on December 3- 6, 2013, and stated that Assembly Member Anthony Rendon (Lakewood), Chair of the Assembly Water, Parks and Wildlife Committee, provided a keynote speech at the conference and is a point of contact for the Water Bond. It was the consensus of the Committee to extend an invitation to the Assemblyman to visit the District in the near future. CONSENT ITEMS: 1. MOVED, SECONDED, and DULY CARRIED: Approve the corrected minutes for the Committee meeting held on November 12, 2013. INFORMATIONAL ITEMS: 2. 601h Anniversary - Faviola Miranda Faviola Miranda, Senior Public Affairs Specialist, distributed OCSD's 601' Anniversary Communications Plan to the Committee; introduced the 60" Anniversary Logo and briefly discussed the theme, budget, objectives and strategies of the plan. The Committee discussed and offered suggestions regarding: giveaways; sponsorships; the importance of prioritization of the intended audience and OCSD's intended message; a coffee table book and a VIP reception. 3. State Legislative Affairs Heather Stratman, Townsend Public Affairs, provided a political and legislative update of the past month. She stated that Senator Huff had taken the proposed legislative language to amend the District Act to Legislative Counsel for consideration, and that a bill should be introduced on February 22, 2014. Ms. Stratman further updated the Committee on: LAO's $5.6 Billion Surplus and unfunded retirement pension liability concerns. Director Withers left the meeting at 8:40 a.m. 4. Federal Legislative Affairs David French, ENS Resources, joined the meeting via teleconference. He provided a federal update on the following: federal government shutdown; federal budget; Water Resource Development Act (WRDA); Farm Bill; and a US Bureau of Reclamation-Grant Opportunity. Minutes of the Legislative and Public Affairs Special Committee December 9, 2013 Page 3 of 3 Jim Colston, Environmental Compliance-Regulatory Affairs Manager, provided a brief summary of the recent meeting with Cymantha Atkinson, Government & Community Relations for the County of Orange, in regards to public relations and outreach between the District and the County. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Chair Edgar requested that Ms. Stratman provide an update on LAFCO at a future meeting. ADJOURNMENT: The Chair declared the meeting adjourned at 8:50 a.m. Submitted by: Kelly A. Lore Secretary Pro Tern ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary AQMD Air Quality Management District ASCE American Society of Civil Engineers BOO Biochemical Oxygen Demand CARB California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA U.S. Environmental Protection Agency FOG Fats, Oils, and Grease FSSD Facilities Support Services Department gpd Gallons per day GWR System Groundwater Replenishment System (also called GWRS) LOS Level of Service MGD Million gallons per day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O&M Operations and Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District OOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration POTW Publicly Owned Treatment Works ppm Parts per million RFP Request For Proposal RWQCB Regional Water Quality Control Board SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board SAWPA Santa Ana Watershed Project Authority SCADA Supervisory Control and Data Acquisition system SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SSMP Sanitary Sewer Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation WERF Water Environment Research Foundation Activated-sludge process — A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen, and consume dissolved nutrients in the wastewater. Biochemical Oxygen Demand (BOD)—The amount of oxygen used when organic matter undergoes decomposition by microorganisms. Testing for BOD is done to assess the amount of organic matter in water. Biosolids — Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farm land or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. Capital Improvement Program (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. Coliform bacteria—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. Collections system — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. Certificate of Participation (COP) — A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. Contaminants of Potential Concern (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. Dilution to Threshold (DIT) — the dilution at which the majority of the people detect the odor becomes the D(f for that air sample. Greenhouse gases — In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect'). Groundwater Replenishment (GWR) System — A joint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons a day of drinking quality water to replenish the local groundwater supply. Levels of Service (LOS)—Goals to support environmental and public expectations for performance. NOMA— N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP) — An alliance of the National Association of Clean Water Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S. Environmental Protection Agency (EPA). NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation in order to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume—A visible or measurable concentration of discharge from a stationary source or fixed facility. Publicly-owned Treatment Works (POTW)— Municipal wastewater treatment plant. Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million gallons per day (MGD) of non-reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. Sanitary sewer — Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban run-off. South Coast Air Quality Management District (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. Secondary treatment — Biological wastewater treatment, particularly the activated-sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. Sludge—Untreated solid material created by the treatment of wastewater. Total suspended solids (TSS)—The amount of solids floating and in suspension in wastewater. Trickling filter — A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. Urban runoff — Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. Wastewater—Any water that enters the sanitary sewer. Watershed —A land area from which water drains to a particular water body. OCSD's service area is in the Santa Ana River Watershed.