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HomeMy WebLinkAbout02-27-2019 Board Meeting Agenda Packet Orange County Sanitation District SAN,T Wednesday, February 27, 2019 Regular Meeting of the °°°N�, 0"0 6:00 P.M. BOARD OF DIRECTORS 9 Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 fCI N° THE EHV P°? (714) 593-7433 AGENDA CALL TO ORDER (Board Chairman David Shawver) INVOCATION AND PLEDGE OF ALLEGIANCE (Andrew Nguyen, Midway City Sanitary District) ROLL CALL (Clerk of the Board) 1. RECEIVE AND FILE MINUTE EXCERPTS OF MEMBER AGENCIES RELATING TO APPOINTMENTS TO THE ORANGE COUNTY SANITATION DISTRICT BOARD OF DIRECTORS (Clerk of the Board) AGENCY DIRECTOR ALT. DIRECTOR City of Cypress Mariellen Yarc Stacy Berry City of Fullerton Jesus J. Silva Jan Flory City of Orange Mark Murphy Kim Nichols Irvine Ranch Water District John Withers Doug Reinhart County Board of Supervisors Doug Chaffee Michelle Steel DECLARATION OF QUORUM (Clerk of the Board) PUBLIC COMMENTS: If you wish to address the Board of Directors on any item, please complete a Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you wish to speak. Speakers will be recognized by the Chairperson and are requested to limit comments to three minutes. SPECIAL PRESENTATIONS: None. REPORTS: The Board Chairperson and the General Manager may present verbal reports on miscellaneous matters of general interest to the Directors. These reports are for information only and require no action by the Directors. 02/27/2019 OCSD Board of Directors'Agenda Page 1 of 7 CONSENT CALENDAR: Consent Calendar ltems 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 Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 2. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve the minutes of the Regular Meeting of the Board of Directors held on January 23, 2019. RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the Board Chair. 3. COMMITTEE MINUTES (Clerk of the Board) RECOMMENDATION: Receive and file the approved minutes of the following committees: A. LaPA Committee Meeting of December of December 10, 2018 B. Administration Committee Meeting of December 12, 2018 C. Steering Committee Meeting of December 23, 2018 D. Operations Committee Meeting of January 16, 2019 4. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF JANUARY 2019 (Lorenzo Tyner) RECOMMENDATION: Receive and file the report of the Investment Transactions for the month of January 2019. 5. RECEIVE AND FILE APPOINTMENTS TO THE ORANGE COUNTY SANITATION DISTRICT BOARD OF DIRECTORS COMMITTEE LIST (Clerk of the Board) RECOMMENDATION: Receive and file the Current Committee list dated February 12, 2019. OPERATIONS COMMITTEE: 6. COATING INSPECTION AND CORROSION TESTING SERVICES (Rob Thompson) RECOMMENDATION: Approve Professional Services Agreements to provide on- call Coating Inspection and other Corrosion Testing Services for Collection System and Treatment Plant projects, PSA2019-001, for a three-year period effective May 1, 2019, for an amount not to exceed $200,000 per individual agreement ($600,000 total) with the following three firms: • On-Site Technical Services, Inc. • Corrpro Companies, Inc. • CSI Services, Inc. 02/27/2019 OCSD Board of Directors'Agenda Page 2 of 7 7. SURVEYING SERVICES (Rob Thompson) RECOMMENDATION: Approve Professional Services Agreements to provide on- call Surveying Services for Collection System and Treatment Plant projects, PSA2019-002, for a three-year period effective May 1, 2019, for an amount not to exceed $200,000 per individual agreement ($800,000 total) with the following four firms: • Michael Baker International, Inc. • Stantec Consulting Services, Inc. • D. Woolley & Associates, Inc. • Bush and Associates, Inc. 8. GEOTECHNICAL TESTING SERVICES (Rob Thompson) RECOMMENDATION: Approve Professional Services Agreements to provide on- call Materials Testing, Inspection, and Geotechnical Testing Services for Collection System and Treatment Plant projects, PSA2019-003, for a three-year period effective May 1, 2019, for an amount not to exceed $300,000 per individual agreement ($900,000 total) with the following three firms: • Ninyo & Moore • SCST, Inc. • Koury Engineering and Testing, Inc. 9. CEQA— FACILITIES MASTER PLAN, PROJECT NO. PS17-08 (Rob Thompson) RECOMMENDATION: A. Approve a Professional Services Agreement with Dudek to provide environmental services for the preparation of a California Environmental Quality Act compliance document for the CEQA — Facilities Master Plan, Project No. PS17-08, for an amount not to exceed $812,709; and B. Approve a contingency of $81,270 (10%). 10. CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT (Rob Thompson) RECOMMENDATION: Receive and file the Capital Improvement Program Contract Performance Report for the period ending December 31, 2018. 02/27/2019 OCSD Board of Directors'Agenda Page 3 of 7 ADMINISTRATION COMMITTEE: 11. DESIGNATION OF APPLICANT'S AGENT FOR DISASTER RELIEF (Lorenzo Tyner) RECOMMENDATION: Adopt Resolution No. OCSD 19-01, entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District authorizing the General Manager, or either one of the Assistant General Managers, to Execute State Office of Emergency Services and/or Federal Emergency Management Agency Documents and Relevant Permit Applications for Present and Future Disaster Relief Applications; and Repealing Resolution No. OCSD 16-08." 12. ENGINEERING AND GIS CONSULTING SERVICES SPECIFICATION NO. CS-2018-982BD (Lorenzo Tyner) RECOMMENDATION: A. Award a Professional Consultant Services Agreement to Psomas for Engineering and Consulting services, Specification No. CS-2018-982BD, for a total amount not to exceed $319,080; and B. Approve a contingency of $31,908, (10%). 13. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST (Lorenzo Tyner) RECOMMENDATION: A. Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of October 1, 2018 to December 31, 2018; and B. Approve the following additions to the pre-approved OEM Sole Source List for the period of October 1, 2018 to December 31, 2018: • POLYCHEM (BRENTWOOD) - Sludge Collection System Parts and Components • HYDRO GATE - Weir Gates and Parts 14. MID-YEAR CONSOLIDATED FINANCIAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 2018 (Lorenzo Tyner) RECOMMENDATION: Receive and file the Orange County Sanitation District Mid- Year Financial Report for the period ended December 31, 2018. 02/27/2019 OCSD Board of Directors'Agenda Page 4 of 7 15. TRANSFER 8.5 MILES OF SEWERS TO THE CITY OF SANTA ANA (Lorenzo Tyner) RECOMMENDATION: A. Approve a Quitclaim Sewer Transfer Agreement between Orange County Sanitation District and the City of Santa Ana; B. Approve Quitclaim Deed to the City of Santa Ana transferring ownership and associated property rights for sewers; and C. Authorize a transfer of $23,229,000 to the City of Santa Ana for projected necessary repairs due to the age and condition of the facilities. 16. CONSIDERATION OF BUDGET ASSUMPTIONS AND BUDGET CALENDAR FOR PREPARATION OF THE FY 2019-20 BUDGET UPDATE (Lorenzo Tyner) RECOMMENDATION: Approve the FY 2019-20 budget assumptions and direct staff to incorporate these parameters in preparing the FY 2019-20 budget update. LEGISLATIVE & PUBLIC AFFAIRS COMMITTEE: None. STEERING COMMITTEE: 17. PROPOSED ANNEXATION NO. OCSD-65 — LOS ALISOS AREAS 1 AND 2 ANNEXATION (Rob Thompson) RECOMMENDATION: A. Authorize staff to annex 968.2 acres to Orange County Sanitation District in the Los Alisos Areas 1 and 2, within the City of Lake Forest; B. Authorize the General Manager to execute associated annexation documents in a form approved by General Counsel; and C. Adopt Resolution No. OCSD 19-02, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District authorizing initiation of proceedings and requesting the Orange County Local Agency Formation Commission to take proceedings for the annexation to the Orange County Sanitation District, of territory in Portola Hills and Baker Ranch per the May 8, 2017 Agreement with Irvine Ranch Water District, (Proposed Annexation No. OCSD-65 — Los Alisos Areas 1 and 2 Annexation); and repealing Resolution No. OCSD 18-10". NON-CONSENT: None. 02/27/2019 OCSD Board of Directors'Agenda Page 5 of 7 INFORMATION ITEMS: None. AB 1234 DISCLOSURE REPORTS: This item allows Board members to provide a brief oral report regarding the disclosure of outside committees, conferences, training, seminars, etc. attended at the Agency's expense, per Government Code §53232.3(d). CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chairperson 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 the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. CONVENE IN CLOSED SESSION. (1) CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code Section 54956.8) Property: 7311 Doig Drive, Garden Grove, CA 92841 (APN 131-651-20) Negotiating Party: MCA Realty, Inc. Agency Negotiators: General Manager James Herberg; Assistant General Manager Robert Thompson; and Assistant General Manager Lorenzo Tyner. Under Negotiation: Price and terms of sale. (2) CONFER WITH LABOR NEGOTIATORS (Government Code Section 54957.6) Agency Designated Representatives: Laura Kalty, Liebert Cassidy Whitmore; James Herberg; Lorenzo Tyner; and Celia Chandler. Employee Organizations: 3 • International Union of Operating Engineers, Local 501; Orange County Employees Association; and the Supervisors and Professionals Group. RECONVENE IN REGULAR SESSION. 02/27/2019 OCSD Board of Directors'Agenda Page 6 of 7 CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: Adjourn the meeting until the Regular Meeting of the Board of Directors on March 27, 2019 at 6:00 p.m. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714)593-9433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley,California,and on the Sanitation District's website at www.ocsd.com not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. Agenda Description: The agenda provides a brief general description of each item of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Kelly A. Lore, MMC Clerk of the Board (714)593-7433 klore(a)ocsd.com For any questions on the agenda, Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 'herberg0)ocsd.com Assistant General Manager Lorenzo Tyner (714)593-7550 Ityner0)ocsd.com Assistant General Manager Rob Thompson (714)593-7310 rthompson(cDocsd.com Director of Human Resources Celia Chandler (714)593-7202 cchandler(oocsd.com Director of Engineering Kathy Millea (714)593-7365 kmillea(@ocsd.com Director of Environmental Services VACANT 02/27/2019 OCSD Board of Directors'Agenda Page 7 of 7 ITEM NO. 2 Orange County Sanitation District MINUTES BOARD MEETING January 23, 2019 ��.�•� sa�rr�r�o N� THE EN�� Administration Building 10844 Ellis Avenue Fountain Valley, California 92708-7018 01/23/2019 Minutes of Board Meeting Page 1 of 10 ROLL CALL A regular meeting of the Board of Directors of the Orange County Sanitation District was called to order by Board Chairman David Shawver on January 23, 2019 at 6:03 p.m. in the Administration Building. Chair Shawver delivered the invocation and led the Pledge of Allegiance. Clerk of the Board Kelly Lore provided Late Communication received from the City of Buena Park and the City of Villa Park regarding recent appointments to the Board of Directors. 1. RECEIVE AND FILE MINUTE EXCERPTS OF MEMBER AGENCIES RELATING TO APPOINTMENTS TO THE ORANGE COUNTY SANITATION DISTRICT BOARD OF DIRECTORS (Clerk of the Board) AGENCY DIRECTOR ALT. DIRECTOR City of Brea Glenn Parker Steven Vargas City of Irvine Donald P. Wagner Anthony Kuo City of Newport Beach Brad Avery Joy Brenner City of Stanton David Shawver Carol Warren Costa Mesa Sanitary District James Ferryman Bob Ooten Yorba Linda Water District Phil Hawkins Brooke Jones City of Buena Park Fred Smith Sunny Park City of Villa Park Robert Collacott NONE The Clerk of the Board declared a quorum present as follows: ACTIVE DIRECTORS ALTERNATE DIRECTORS X David Shawver, Chair Carol Warren X Brad Avery Joy Brenner X Allan Bernstein Chuck Puckett X Robert Collacott NONE X Ellery Deaton Sandra Massa-Lavitt X James M. Ferryman Bob Ooten X Phil Hawkins Brooke Jones X Steven Jones John O'Neill X Peter Kim Marshall Goodman X Lucille Kring Denise Barnes X Andrew Nguyen Al Krippner X Richard Murphy Dean Grose X Steve Nagel Patrick Harper X Glenn Parker Steven Vargas X Erik Peterson Mike Posey X Roman Reyna Cecilia Iglesias X Tim Shaw Tom Beamish 01/23/2019 Minutes of Board Meeting Page 2 of 10 X Jesus Silva Ahmad Zahra X Fred Smith Sunny Park A Michelle Steel Shawn Nelson X Donald Wagner Anthony Kuo X Chad Wanke Ward Smith X John Withers Douglas Reinhart X Mariellen Yarc Stacy Berry VACANT (Orange) X Mark Murphy STAFF MEMBERS PRESENT: Jim Herberg, General Manager; Rob Thompson, Assistant General Manager; Lorenzo Tyner, Assistant General Manager; Celia Chandler, Director of Human Resources; Kelly Lore, Clerk of the Board; Bob Bell; Jennifer Cabral; Damein Frabizio; Dean Fisher; Alfredo Garcia; Heidi Janz; Mark Kawamoto; Tina Knapp; Mark Manzo; Laura Maravilla; Kathy Millea; Jeff Mohr; Riaz Moinuddin; Andrew Nau; Wally Ritchie; and Roya Sohanaki. OTHERS PRESENT: Brad Hogin (General Counsel); Alternate Directors Bob Ooten (CMSD) and Patrick Harper (Fountain Valley); and Rich ten Bosch (Black & Veatch). PUBLIC COMMENTS: None. SPECIAL PRESENTATIONS: A) Chris Palmer Public Affairs Field Coordinator from California Special Districts Association (CSDA) presented the District Transparency Certificate of Excellence to OCSD. B) Assistant General Manager Rob Thompson presented a 25-year Employee Service award to Bob Bell, Maintenance Supervisor, Division 822. C) Chair Shawver presented a Certificate of Appreciation to Operations Committee Chair— Ellery Deaton for her four years of service on the Board of Directors. REPORTS Chair Shawver announced his recent Committee Appointments: • Richard Murphy (Administration Committee Vice-Chair and the SAWPA Joint Policy Committee Alternate Member) • Robert Collacott (Operations Committee Vice-Chair) • Glenn Parker (Steering Committee Member) • Lucille Krinq (LaPA Committee Member & Headquarters Complex Ad Hoc Committee) • Erik Peterson (GWRS Steering Committee & Headquarters Complex Ad Hoc Committee) 01/23/2019 Minutes of Board Meeting Page 3 of 10 General Manager Jim Herberg provided an update on the process of revising OCSD's Wastewater Discharge Ordinance No. OCSD-48 to address water cremation waste (AB 967) and revisions that are administrative and regulatory in nature. He stated that as part of this process, staff will meet with agency and industry stakeholders; with the ordinance reading and adoption scheduled for March and April. General Manager Jim Herberg announced that a Board Member Orientation will take place on Wednesday, February 20 at 3:00 p.m., and encouraged the new and current Board Members and Alternates to attend. CONSENT CALENDAR: 2. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve the minutes of the Regular Meeting of the Board of Directors held on December 19, 2018. AYES: Avery; Bernstein; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Kring; R. Murphy; Nagel; Nguyen; Parker; Peterson; Reyna; Shaw; Shawver; Silva; F. Smith; Wagner; Wanke; Withers and Yarc NOES: None ABSTENTIONS: M. Murphy (Alternate) ABSENT: Steel 3. PLANT NO. 1 RECTANGULAR PRIMARY CLARIFIER OVERHAUL (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Service Contract to Mehta Mechanical Company Inc., replacing the December 19, 2018 approval of a Purchase Order, for the mechanical rehabilitation and overhaul of twenty-four (24) Primary Clarifier Tanks at Plant No. 1, per Specification No. S-2018-985BD, for a total amount not to exceed $1,998,000; and B. Approve a contingency of $199,800 (10%). AYES: Avery; Bernstein; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Kring; M. Murphy (Alternate); R. Murphy; Nagel; Nguyen; Parker; Peterson; Reyna; Shaw; Shawver; Silva; F. Smith; Wagner; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Steel 01/23/2019 Minutes of Board Meeting Page 4 of 10 4. OCEAN OUTFALL SYSTEM REHABILITATION, PROJECT NO. J-117 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Authorize staff to purchase Course of Construction insurance for an amount not to exceed $510,000. AYES: Avery; Bernstein; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Kring; M. Murphy (Alternate); R. Murphy; Nagel; Nguyen; Parker; Peterson; Reyna; Shaw; Shawver; Silva; F. Smith; Wagner; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Steel 5. RATIFICATION OF PURCHASES UNDER GRAINGER PURCHASE ORDER NO. 105577-OB (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: Approve an increase of $35,000 to Blanket Purchase Order No. 105577-OB with W.W. Grainger, Inc. for the ratification of purchases of maintenance tools and supplies, in accordance with Ordinance No. OCSD-52, Section 2.03(B): Cooperative Procurement, for the period beginning March 1, 2018 through February 28, 2019, for a total amount not to exceed $310,000. AYES: Avery; Bernstein; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Kring; M. Murphy (Alternate); R. Murphy; Nagel; Nguyen; Parker; Peterson; Reyna; Shaw; Shawver; Silva; F. Smith; Wagner; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Steel RECEIVE AND FILE: These items require no action; and without objection, will be so ordered by the Board Chair. 6. COMMITTEE MINUTES (Clerk of the Board) Received and filed the approved minutes of the following committees: A. GWRS Joint Steering Committee Meeting of October 8, 2018 B. Steering Committee Meeting of November 28, 2018 C. Operations Committee Meeting of December 5, 2018 7. REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF DECEMBER 2018 (Lorenzo Tyner) Received and filed the report of the Investment Transactions for the month of December 2018. 01/23/2019 Minutes of Board Meeting Page 5 of 10 OPERATIONS COMMITTEE: Operations Committee Chair Deaton announced that late communication had been provided to the Board regarding a correction to Item No. 8; adding the "R" after the project number, denoting this was a rebid. 8. PLANT NO. 1 FLEET SERVICES UST LEAK REMEDIATION, PROJECT NO. FE14-05R (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Receive and file Bid Tabulation and Recommendation for Engineering/Remediation Resources Group, Inc. for the Fleet Services UST Leak Remediation, Project No. FE-14-05R; B. Award a Construction Contract to Engineering/Remediation Resources Group, Inc. for the Fleet Services UST Leak Remediation, Project No. FE14- 05R, for a total amount not to exceed $648,675; and C. Approve a contingency of $129,735 (20%). AYES: Avery; Bernstein; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Kring; M. Murphy (Alternate); R. Murphy; Nagel; Nguyen; Parker; Peterson; Reyna; Shaw; Shawver; Silva; F. Smith; Wagner; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Steel 9. SEWER RELOCATION AGREEMENT WITH SANTA ANA DEVELOPMENT PARTNERS, LP (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Sewer Relocation Agreement with Santa Ana Development Partners, LP for the segment relocation of the Orange County Sanitation District West Trunk Bypass Sewer within the property located at 2114 East First Street, Santa Ana; and B. Authorize the General Manager to execute easement documents per the Sewer Relocation Agreement in a form approved by General Counsel. AYES: Avery; Bernstein; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Kring; M. Murphy (Alternate); R. Murphy; Nagel; Nguyen; Parker; Peterson; Reyna; Shaw; Shawver; Silva; F. Smith; Wagner; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Steel 01/23/2019 Minutes of Board Meeting Page 6 of 10 10. 835 S. BREA DOSING STATION — SITE ACCESS AND LICENSE AGREEMENT, SEWER LICENSE AND MAINTENANCE AGREEMENT, AND ADDENDUM NO. 5 TO FINAL SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT (SEIR) FOR THE FINAL EFFLUENT PUMP STATION ANNEX AND COLLECTION SYSTEM ODOR & CORROSION CONTROL PROGRAM (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Consider, receive, and file the Orange County Sanitation District's Addendum No. 5 to the Supplemental Environmental Impact Report for the Final Effluent Pump Station Annex and Collection System Odor & Corrosion Control Program, dated December 5, 2018, to add odor and corrosion control chemical facilities in the City of Brea; B. Approve a new Site Access and License agreement with Polfit Wellness, Inc. to lease property for the purpose of installing, maintaining, and operating a chemical dosing station at 835 South Brea Boulevard, in the City of Brea, for a term of 36- months, at the following lease terms, in a form approved by General Counsel: • February 1, 2019 through January 31, 2020, $2,600 per month • February 1, 2020 through January 31, 2021, $2,652 per month • February 1, 2021 through January 31, 2022, $2,705 per month; C. Approve a new Sewer License and Maintenance Agreement with the City of Brea to allow the Orange County Sanitation District to access, install, and operate the Slip Line within the City Sewer; and D. Authorize the General Manager or designee to negotiate beginning June 1, 2021 and subsequently award an option for an additional 36-month lease renewal period. AYES: Avery; Bernstein; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Kring; M. Murphy (Alternate); R. Murphy; Nagel; Nguyen; Parker; Peterson; Reyna; Shaw; Shawver; Silva; F. Smith; Wagner; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Steel 11. PRIMARY TREATMENT REHABILITATION AT PLANT NO. 2, PROJECT NO. P2-98 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Professional Construction Services Agreement with Black & Veatch Corporation to provide construction support services for B/C-Side Primary Clarifiers Interim Repair at Plant No. 2, Contract No. P2-98B, for a total amount not to exceed $549,534; and B. Approve a contingency of $54,953 (10%). 01/23/2019 Minutes of Board Meeting Page 7 of 10 AYES: Avery; Bernstein; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Kring; M. Murphy (Alternate); R. Murphy; Nagel; Nguyen; Parker; Peterson; Reyna; Shaw; Shawver; Silva; F. Smith; Wagner; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Steel 12. PRIMARY TREATMENT REHABILITATION AT PLANT NO. 2, PROJECT NO. P2-98 (Rob Thompson) MOVED, SECONDED, AND DULY CARRIED TO: A. Receive and file Bid Tabulation and Recommendation for B/C-Side Primary Clarifiers Interim Repair at Plant No. 2, Contract No. P2-98B; B. Award a Construction Contract to Myers & Sons Construction, LLC for B/C-Side Primary Clarifiers Interim Repair at Plant No. 2, Contract No. P2- 98B, for a total amount not to exceed $8,665,000; and C. Approve a contingency of $866,500 (10%). AYES: Avery; Bernstein; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Kring; M. Murphy (Alternate); R. Murphy; Nagel; Nguyen; Parker; Peterson; Reyna; Shaw; Shawver; Silva; F. Smith; Wagner; Wanke; Withers and Yarc NOES: None ABSTENTIONS: None ABSENT: Steel ADMINISTRATION COMMITTEE: None. LEGISLATIVE & PUBLIC AFFAIRS COMMITTEE: None. STEERING COMMITTEE: 13. GENERAL MANAGER'S FY 2018-2019 WORK PLAN MID-YEAR UPDATE (Jim Herberg) MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the General Manager's FY 2018-2019 Work Plan Mid-Year Update and Memorandum. AYES: Avery; Bernstein; Collacott; Deaton; Ferryman; Hawkins; Jones; Kim; Kring; M. Murphy (Alternate); R. Murphy; Nagel; Nguyen; Parker; Peterson; Reyna; Shaw; Shawver; Silva; F. Smith; Wagner; Wanke; Withers and Yarc NOES: None 01/23/2019 Minutes of Board Meeting Page 8 of 10 ABSTENTIONS: None ABSENT: Steel NON-CONSENT: None. AB 1234 DISCLOSURE REPORTS: Director Ferryman reported on his recent attendance at the GWRS Steering Committee meeting and announced upcoming meeting dates for OCCOG, SARWPA, and the Borders Committee. Chair Shawver reported on his recent attendance at the GWRS Steering Committee meeting and announced that he is the newly appointed Chairman of that committee. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.8 & 54956.9(d)(1): The Board convened in closed session at 6:24 p.m. to discuss three items. General Counsel Brad Hogin recused himself from Item CS-1 due to a conflict. Item CS-2 was not heard. Confidential minutes of the Closed Sessions have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session Meetings. RECONVENED IN REGULAR SESSION: The Board reconvened in regular session at 6:44 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin did not provide a report. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. 01/23/2019 Minutes of Board Meeting Page 9 of 10 ADJOURNMENT: At 6:46 p.m., Chair Shawver adjourned the meeting until the Special Meeting of the Board of Directors on February 20, 2019 at 3:00 p.m. Submitted by: Kelly A. Lore, MMC Clerk of the Board 01/23/2019 Minutes of Board Meeting Page 10 of 10 ITEM NO. 3 MINUTES OF THE LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE Orange County Sanitation District Monday, December 10, 2018 at 12:00 p.m. A meeting of the Legislative and Public Affairs Committee was called to order by Committee Chair Peter Kim on Monday, December 10, 2018 at 12:01 p.m. in the Administration Building of the Orange County Sanitation District. Committee Vice-Chair Bernstein led the pledge of allegiance. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Peter Kim, Chair Jim Herberg, General Manager Allan Bernstein, Vice-Chair Rob Thompson, Assistant General Manager John Withers, Member-At-Large Lorenzo Tyner, Assistant General Manager Donald P. Wagner, Member-At-Large Celia Chandler, Director of Human Resources Chad Wanke, Member-At-Large Jim Colston, Director of Environmental Services David Shawver, Board Chair Kelly Lore, Clerk of the Board Jennifer Cabral COMMITTEE MEMBERS ABSENT: Tanya Chong VACANT— Board Vice-Chair Daisy Covarrubias Alfredo Garcia Rebecca Long Kelly Newell Thomas Vu OTHERS PRESENT: Brad Hogin, General Counsel David French, ENS Resources (via teleconference) Eric O'Donnell, Townsend Public Affairs (TPA) Cori Williams, Townsend Public Affairs (TPA) PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Committee Chair Kim did not provide a report. REPORT OF GENERAL MANAGER: General Manager Jim Herberg indicated Director of Environmental Services Jim Colston will be retiring after 29 years. The Committee wished him well. 12/10/2018 Legislative and Public Affairs Committee Minutes Page 1 of 3 CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, and DULY CARRIED TO: Approve minutes for the Committee meeting held on November 5, 2018. AYES: Bernstein, Kim, Shawver, Wagner and Wanke NOES: None ABSTENTIONS: None ABSENT: Withers The Committee Chair reordered the agenda to hear Supplemental Item No. 5 prior to the Information Items. NON-CONSENT: 5. 2019 LEGISLATIVE AND REGULATORY PLAN (Jennifer Cabral) Ms. Cabral provided a brief overview and history of the item. She announced that both ENS Resources and TPA will provide an overview of this year's accomplishments to the Board of Directors at the December Board meeting. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve the Orange County Sanitation District 2019 Legislative and Regulatory Plan. AYES: Bernstein, Kim, Shawver, Wagner and Wanke NOES: None ABSTENTIONS: None ABSENT: Withers INFORMATION ITEMS: 2. LEGISLATIVE AFFAIRS UPDATE (Rebecca Long) Chair Kim introduced David French, ENS Resources, who updated the Committee on the following items: Budget; possible, partial government shutdown due to the border wall budget; Orange County delegation shift; and Congressional change of priorities and focus. Director Withers arrived at the meeting at 12.09 p.m. Eric O'Donnell, TPA, provided a PowerPoint presentation with information including: Congressional election results with newly elected members of the legislature; political implications; Governor-Elect Newsom's 2019 priorities: Fiscal responsibility, incrementalism, disaster relief, early childhood education, 12/10/2018 Legislative and Public Affairs Committee Minutes Page 2 of 3 affordable housing/homelessness; and bill concept updates and next steps including working with CASA and CSDA. Discussion ensued on the importance of reaching out to all of the newly elected officials. Mr. Herberg indicated the method that is used for outreach will include: congratulatory letter and welcome invitation to tour the District (tours will include OCSD Directors) and a visit to the delegation at local offices, etc. 3. PUBLIC AFFAIRS UPDATE (Jennifer Cabral) Ms. Cabral summarized the outreach efforts made over the last month. 4. ORANGE COUNTY SANITATION DISTRICT MEMBERSHIPS (Jennifer Cabral) Ms. Cabral provided an informational item regarding the list of approximately 30 agencies, associations, and organizations of which the Sanitation District are currently members. She explained the purpose of the memberships and level of participation. Staff responded to questions and comments from the committee regarding: cost-sharing abilities; grants; verification that memberships/agencies are apolitical/no aggressive political issues; request for a more detailed matrix with additional columns: lead person, lead staff person, what level of participation (gold, silver, etc.) the cost of each one, and information on membership appropriate for board member participation. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Committee Chair Kim declared the meeting adjourned at 12:35 p.m. to the next Legislative and Public Affairs Committee meeting, Monday, February 11, 2019 at 12:00 p.m. Submitted by: 64AL el y A. e, MMC Cl rk of Board 12/10/2018 Legislative and Public Affairs Committee Minutes Page 3 of 3 MINUTES OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, December 12, 2018 at 5:00 P.M. A regular meeting of the Administration Committee of the Orange County Sanitation District was called to order by Committee Chairman Wanke on December 12, 2018 at 5:00 p.m. in the Administration Building of the Orange County Sanitation District. Chairman Wanke led the Flag Salute. A quorum was declared present as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Chad Wanke, Chairman Jim Herberg, General Manager Donald P. Wagner, Vice-Chairman Rob Thompson, Assistant General Manager James Ferryman Lorenzo Tyner, Assistant General Manager Peter Kim Celia Chandler, Director of Human Resources Richard Murphy Jim Colston, Director of Environmental Services Steve Nagel Tina Knapp, Deputy Clerk of the Board Glenn Parker Jennifer Cabral Erik Peterson Rhea De Guzman David Shawver, Board Chairman Al Garcia Heidi Janz COMMITTEE MEMBERS ABSENT: Cortney Light Charlie Nguyen Javitta Malone Mark Murphy (Alternate) Laura Maravilla VACANT, Santa Ana Kathy Millea VACANT, Board Vice-Chairman Umesh Murthy Andrew Nau John Swindler Thomas Vu OTHERS PRESENT: Brad Hogin, General Counsel PUBLIC COMMENTS: None. REPORTS: Chair Wanke did not provide a report. General Manager Jim Herberg advised that Committee that Director of Environmental Services Jim Colston will be retiring from the Sanitation District on December 27 and this is his last Administration Committee meeting. 12/12/2018 Administration Committee Minutes Page 1 of 4 CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the November 14, 2018 Administration Committee Meeting. AYES: Ferryman, Kim, R. Murphy, Nagel, Peterson and Wanke NOES: None ABSTENTIONS: None ABSENT: Nguyen, Parker, M. Murphy (Alternate), Shawver and Wagner 2. RECORDS RETENTION SCHEDULE (Lorenzo Tyner) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 18-XX entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District Adopting the Records Management Program Policy and Procedures & Updated Records Retention Schedule, Authorizing Destruction of Obsolete Records, and Repealing Resolution No. OCSD 15-16". AYES: Ferryman, Kim, R. Murphy, Nagel, Peterson and Wanke NOES: None ABSTENTIONS: None ABSENT: Nguyen, Parker, M. Murphy (Alternate), Shawver and Wagner NON-CONSENT: 3. INVEST AND/OR REINVEST DISTRICT'S FUNDS (Lorenzo Tyner) Assistant General Manager Lorenzo Tyner provided background information on this item and highlighted information provided in the agenda packet regarding changes primarily due to changes in the Government Code. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 18-XX, entitled: "A Resolution of the Board of Directors of the Orange County Sanitation District, Authorizing the District's Treasurer to Invest and/or Reinvest District's Funds, Adopting District's Investment Policy Statement and Performance Benchmarks, and Repealing Resolution No. OCSD 17-17". AYES: Ferryman, Kim, R. Murphy, Nagel, Peterson and Wanke NOES: None ABSTENTIONS: None ABSENT: Nguyen, Parker, M. Murphy (Alternate), Shawver and Wagner Board Chair Shawver arrived at the meeting at 5:05 p.m. 12/12/2018 Administration Committee Minutes Page 2 of 4 4. POLICY EXCEPTION REGARDING EMPLOYMENT OF AN EMPLOYEE FOLLOWING RETIREMENT (Celia Chandler) Director of Human Resources Celia Chandler provided background information and responded to questions from the Committee Chair. MOVED, SECONDED, AND DULY CARRIED TO: Approve an exception to the Orange County Sanitation District (Sanitation District) Board of Directors Personnel Policy 1.4 on Recruitment and Selection (Policy). Specifically, staff requests a one-time exception to the Policy provision that would prohibit a former employee from doing business or providing services to the Sanitation District directly, through his/her own business, or indirectly through a contractor, for a period of one (1) year post-employment. AYES: Ferryman, Kim, Nagel, Peterson, Shawver and Wanke NOES: R. Murphy ABSTENTIONS: None ABSENT: Nguyen, Parker, M. Murphy (Alternate) and Wagner Director Parker arrived at the meeting at 5:06 p.m. INFORMATION ITEMS: Committee Vice-Chair Wagner arrived at the meeting at 5:17 p.m. 5. ODOR AND CORROSION CONTROL PRESENTATION (Ed Torres) Assistant General Manager Rob Thompson introduced Engineering Supervisor Umesh Murthy who provided a PowerPoint presentation regarding the Sanitation District's Odor and Control program. The presentation included an overview of odor generation at service areas and plants, the relationship between odor and corrosion, odor control tools (also shown and demonstrated) and methods, program success, and levels of service. CLOSED SESSION: None. DEPARTMENT HEAD REPORTS: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Board Chair Shawver commented on SB 1383 legislation which addresses the requirements for the amount of food waste diverted to landfills. 12/12/2018 Administration Committee Minutes Page 3 of 4 ADJOURNMENT: Committee Chairman Wanke declared the meeting adjourned at 5:27 p.m. to the next regularly scheduled meeting of Wednesday, February 13, 2019 at 5:00 p.m. Submitted by: rxw--) T na a p, C C epu Clerk of the Board 12/12/2018 Administration Committee Minutes Page 4 of 4 MINUTES OF THE STEERING COMMITTEE Orange County Sanitation District Wednesday, December 19, 2018 at 5:00 p.m. A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Board Chairman David Shawver on Wednesday, December 19, 2018 at 5:01 p.m. in the Administration Building of the Orange County Sanitation District. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: David Shawver, Board Chair Jim Herberg, General Manager Peter Kim, LaPA Committee Chair Rob Thompson, Assistant General Ellery Deaton, Member-At-Large Manager John Withers, Operations Committee Lorenzo Tyner, Assistant General Chair Manager Celia Chandler, Director of Human COMMITTEE MEMBERS ABSENT: Resources Donald Wagner, Member-At-Large Jim Colston, Director of Environmental Chad Wanke, Administration Committee Services Chair Ed Torres, Director of Operations and VACANT, Board Vice-Chair Maintenance Kelly Lore, Clerk of the Board Gilbert Barela Jennifer Cabral Mike Dorman Al Garcia Tina Knapp Laura Maravilla Andrew Nau Thomas Vu OTHERS PRESENT: Brad Hogin, General Counsel PUBLIC COMMENTS: No public comments were provided. REPORTS: Chair Shawver announced that, as the Board Chairman, he will look heavily upon the experienced Committee for their assistance. 12/19/2018 Steering Committee Minutes Page 1 of 3 General Manager Jim Herberg did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED SECONDED, AND DULY CARRIED TO: Approve Minutes of the Regular Meeting of the Steering Committee held on November 28, 2018. AYES: Deaton, Kim, Shawver and Withers NOES: None ABSTENTIONS: None ABSENT: Wagner and Wanke NON-CONSENT ITEMS 2. LABOR RELATIONS — CONTRACT NEGOTIATIONS (Celia Chandler) Director of Human Resources Celia Chandler provided a brief overview and responded to questions regarding the item. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Authorize the Board Chair to execute an agreement with Liebert Cassidy Whitmore, the external Chief Negotiator selected by the Ad Hoc Committee, for an amount not to exceed $120,000. AYES: Deaton, Kim, Shawver and Withers NOES: None ABSTENTIONS: None ABSENT: Wagner and Wanke CLOSED SESSION None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Mr. Herberg announced that this will be the last Steering Committee Meeting for both Director of Environmental Services Jim Colston and Director of Operations and Maintenance Ed Torres. 12/19/2018 Steering Committee Minutes Page 2 of 3 ADJOURNMENT: Chair Shawver declared the meeting adjourned at 5:04 p.m. to the next Steering Committee meeting to be held on Wednesday, January 23, 2019 at 5:00 p.m. Submitted by: *A. MC rd 12/19/2018 Steering Committee Minutes Page 3 of 3 MINUTES OF THE OPERATIONS COMMITTEE Orange County Sanitation District Wednesday, January 16, 2019, 5:00 p.m. A special meeting of the Operations Committee was called to order by Committee Chair Deaton on Wednesday, January 16, 2019 at 5:02 p.m. in the Administration Building. Chair Deaton led the Flag Salute. A quorum was declared present, as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Ellery Deaton, Chair Jim Herberg, General Manager Robert Collacott, Vice-Chair Rob Thompson, Assistant General Manager Joy Brenner (Alternate) Lorenzo Tyner, Assistant General Manager Phil Hawkins Celia Chandler, Director of Human Resources Steve Jones Tina Knapp, Deputy Clerk of the Board Lucille Kring Jennifer Cabral Tim Shaw Don Cutler Jesus Silva Mike Dorman Fred Smith Natasha Dubrovski Michelle Steel Dean Fisher Mariellen Yarc Alfredo Garcia Dave Shawver, Board Chair Mark Manzo John Withers, Board Vice-Chair Kathy Millea Jeff Mohr COMMITTEE MEMBERS ABSENT: Riaz Moinuddin Allan Bernstein Shahrzad Namini Nasrin Nasrollahi Adam Nazaroff Giti Radvar Paula Zeller OTHERS PRESENT: Brad Hogin, General Counsel Jose Zepeda, IRWD Natalie Medvedev, Supervisor Steel's office Doug Lanning, Carollo Rich Ten Bosch, Black & Veatch PUBLIC COMMENTS: None. REPORT OF COMMITTEE CHAIR: Chair Deaton did not provide a report. 01/16/2019 Operations Committee Minutes Page 1 of 5 REPORT OF GENERAL MANAGER: General Manager Jim Herberg did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, and DULY CARRIED TO: Approve Minutes of the Regular meeting of the Operations Committee held on December 5, 2018. AYES: Brenner (Alternate), Collacott, Deaton, Hawkins, S. Jones, Kring, Shaw, Shawver, Silva, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein 2. PLANT NO. 1 FLEET SERVICES UST LEAK REMEDIATION, PROJECT NO. FE14-05 (Rob Thompson) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for Engineering/Remediation Resources Group, Inc. for the Fleet Services UST Leak Remediation, Project No. FE-14-05; B. Award a Construction Contract to Engineering/Remediation Resources Group, Inc. for the Fleet Services UST Leak Remediation, Project No. FE14-05, for a total amount not to exceed $648,675; and C. Approve a contingency of $129,735 (20%). AYES: Brenner (Alternate), Collacott, Deaton, Hawkins, S. Jones, Kring, Shaw, Shawver, Silva, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein 3. SEWER RELOCATION AGREEMENT WITH SANTA ANA DEVELOPMENT PARTNERS, LP (Rob Thompson) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Sewer Relocation Agreement with Santa Ana Development Partners, LP for the segment relocation of the Orange County Sanitation 01/16/2019 Operations Committee Minutes Page 2 of 5 District West Trunk Bypass Sewer within the property located at 2114 East First Street, Santa Ana; and B. Authorize the General Manager to execute easement documents per the Sewer Relocation Agreement in a form approved by General Counsel. AYES: Brenner (Alternate), Collacott, Deaton, Hawkins, S. Jones, Kring, Shaw, Shawver, Silva, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein 4. 835 S. BREA DOSING STATION —SITE ACCESS AND LICENSE AGREEMENT, SEWER LICENSE AND MAINTENANCE AGREEMENT, AND ADDENDUM NO. 5 TO FINAL SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT (SEIR) FOR THE FINAL EFFLUENT PUMP STATION ANNEX AND COLLECTION SYSTEM ODOR & CORROSION CONTROL PROGRAM (Rob Thompson) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Consider, receive, and file the Orange County Sanitation District's Addendum No. 5 to the Supplemental Environmental Impact Report for the Final Effluent Pump Station Annex and Collection System Odor & Corrosion Control Program, dated December 5, 2018, to add odor and corrosion control chemical facilities in the City of Brea; B. Approve a new Site Access and License agreement with Polfit Wellness, Inc. to lease property for the purpose of installing, maintaining, and operating a chemical dosing station at 835 South Brea Boulevard, in the City of Brea, for a term of 36- months, at the following lease terms, in a form approved by General Counsel: • February 1, 2019 through January 31, 2020, $2,600 per month • February 1, 2020 through January 31, 2021, $2,652 per month • February 1, 2021 through January 31, 2022, $2,705 per month; C. Approve a new Sewer License and Maintenance Agreement with the City of Brea to allow the Orange County Sanitation District to access, install, and operate the Slip Line within the City Sewer; and D. Authorize the General Manager or designee to negotiate beginning June 1, 2021 and subsequently award an option for an additional 36-month lease renewal period. AYES: Brenner (Alternate), Collacott, Deaton, Hawkins, S. Jones, Kring, Shaw, Shawver, Silva, F. Smith, Steel, Withers, and Ya rc NOES: None ABSTENTIONS: None ABSENT: Bernstein 01/16/2019 Operations Committee Minutes Page 3 of 5 NON-CONSENT: 5. PRIMARY TREATMENT REHABILITATION AT PLANT NO. 2, PROJECT NO. P2-98 (Rob Thompson) Mr. Thompson provided a detailed PowerPoint presentation that addressed both Item No. 5 and Item No. 6. The presentation included information pertaining to the Plant No. 2 site plan, major project elements, active earthquake faults identified in a 2017 study, components of project justification, phased project approach, concrete pipe corrosion, typical clarifier mechanism, clarifier steel corrosion, and bid results. MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Construction Services Agreement with Black & Veatch Corporation to provide construction support services for B/C-Side Primary Clarifiers Interim Repair at Plant No. 2, Contract No. P2-98B, for a total amount not to exceed $549,534; and B. Approve a contingency of $54,953 (10%). AYES: Brenner (Alternate), Collacott, Deaton, Hawkins, S. Jones, Kring, Shaw, Shawver, Silva, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein 6. PRIMARY TREATMENT REHABILITATION AT PLANT NO. 2, PROJECT NO. 132-98 (Rob Thompson) MOVED, SECONDED, and DULY CARRIED TO: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for B/C-Side Primary Clarifiers Interim Repair at Plant No. 2, Contract No. P2-98B; B. Award a Construction Contract to Myers & Sons Construction, LLC for B/C-Side Primary Clarifiers Interim Repair at Plant No. 2, Contract No. P2- 98B, for a total amount not to exceed $8,665,000; and C. Approve a contingency of $866,500 (10%). AYES: Brenner (Alternate), Collacott, Deaton, Hawkins, S. Jones, Kring, Shaw, Shawver, Silva, F. Smith, Steel, Withers, and Yarc NOES: None ABSTENTIONS: None ABSENT: Bernstein 01/16/2019 Operations Committee Minutes Page 4 of 5 INFORMATION ITEMS: 7. HEADWORKS REHABILITATION AND EXPANSION AT PLANT NO. 1, PROJECT NO. P1-105 (Rob Thompson) Mr. Thompson introduced Don Cutler, Engineering Supervisor, who provided a PowerPoint presentation that reviewed the project, specifically the age of the headworks facilities, rehabilitation needed for existing facilities, demolition of unused facilities, upgrades and replacements, key challenges, project timeline, project budget, value engineering opportunities, and next steps. Mr. Herberg, Mr. Thompson, and Mr. Cutler responded to questions from the Committee throughout the presentation. Director Jones departed the meeting at 5:25 p.m. Director Steel departed the meeting at 5:30 p.m. DEPARTMENT HEAD REPORTS: Assistant General Manager Rob Thompson reported that staff is prepared to handle the current and ongoing rain event and that for a variety of reasons, including timing and an administrative error, three items will be going directly to the Board for consideration on January 23, 2019. Board Chair Shawver indicated that Director Collacott has accepted serving as the Operations Committee Vice-Chair. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT Chair Deaton declared the meeting adjourned at 5:55 p.m. to the meeting to be held on Wednesday, February 6, 2019 at 5:00 p.m. Submitted by, Tina Knapp, CMC Deputy Clerk of the Board 01/16/2019 Operations Com,mi±tee Minutes Page 5 of 5 BOARD OF DIRECTORS Meeting Date To Bd. of Dir. 02/27/19 AGENDA REPORT Item Number Item Number 4 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF JANUARY 2019 GENERAL MANAGER'S RECOMMENDATION Receive and file the report of the Investment Transactions for the month of January 2019. BACKGROUND The CA Government Code requires that a monthly report of investment transactions be provided to the legislative body. Attached is the monthly report of investment transactions for the month ended January 31, 2019. RELEVANT STANDARDS • CA Government Code Section 53607 PRIOR COMMITTEE/BOARD ACTIONS N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s) is included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Report of the Investment Transactions for the month ended January 31, 2019 Page 1 of 1 U.S. Bank Transaction History 01/01/2019 Thru 01/31/2019 Entry Date CUSIP Id Explanation Units Price Net Cash Amt Cost Gain/Loss ACQUISITIONS 01/03/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 45,269.0000 1.000000 -45,269.00 45,269.00 0.00 01/03/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 31,713.5500 1.000000 -31,713.55 31,713.55 0.00 01/07/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 89,625.0000 1.000000 -89,625.00 89,625.00 0.00 01/09/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 55,000.0000 1.000000 -55,000.00 55,000.00 0.00 01/14/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 5,000,000.0000 1.000000 -5,000,000.00 5,000,000.00 0.00 01/14/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 4,943.7500 1.000000 -4,943.75 4,943.75 0.00 01/14/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 10,000,000.0000 1.000000 -10,000,000.00 10,000,000.00 0.00 01/14/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 14,414.2900 1.000000 -14,414.29 14,414.29 0.00 01/15/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 1,122,474.9400 1.000000 -1,122,474.94 1,122,474.94 0.00 01/15/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 95,816.7300 1.000000 -95,816.73 95,816.73 0.00 01/18/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 273,378.4900 1.000000 -273,378.49 273,378.49 0.00 01/18/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 4,289.2500 1.000000 -4,289.25 4,289.25 0.00 01/22/2019 3130AOF70 PURCHASED PAR VALUE OF F H L B DEB 3.375%12/08/23/CITIGROUP GLOBAL 1,875,000.0000 1.027680 -1,926,900.00 1,926,900.00 0.00 MARKETS INC./1,875,000 PAR VALUE AT 102.768% 01/22/2019 313384BX6 PURCHASED PAR VALUE OF F H L B DISC NTS 2/15/19/NOMURA SECURITIES 3,200,000.0000 0.998420 -3,194,944.00 3,194,944.00 0.00 INTERNATIONA/3,200,000 PAR VALUE AT 99.842% 01/22/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 5,000,000.0000 1.000000 -5,000,000.00 5,000,000.00 0.00 01/22/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 8,242,283.1700 1.000000 -8,242,283.17 8,242,283.17 0.00 01/23/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 93,750.0000 1.000000 -93,750.00 93,750.00 0.00 01/24/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 21,679.1700 1.000000 -21,679.17 21,679.17 0.00 01/24/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 1,000,000.0000 1.000000 -1,000,000.00 1,000,000.00 0.00 01/25/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 36,600.7500 1.000000 -36,600.75 36,600.75 0.00 01/25/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 39,008.8700 1.000000 -39,008.87 39,008.87 0.00 01/28/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 2,041,750.0000 1.000000 -2,041,750.00 2,041,750.00 0.00 01/28/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 11,330.0000 1.000000 -11,330.00 11,330.00 0.00 01/28/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 177,000.0000 1.000000 -177,000.00 177,000.00 0.00 01/29/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 13,702.5000 1.000000 -13,702.50 13,702.50 0.00 01/29/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 22,125.0000 1.000000 -22,125.00 22,125.00 0.00 01/30/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 3,012,000.0000 1.000000 -3,012,000.00 3,012,000.00 0.00 01/31/2019 9128282K5 PURCHASED PAR VALUE OF U S TREASURY NT 1.375% 7/31/19/J.P.MORGAN 10,000,000.0000 0.994492 -9,944,921.88 9,944,921.88 0.00 SECURITIES LLC/10,000,000 PAR VALUE AT 99.4492188% 01/31/2019 9128281-157 PURCHASED PAR VALUE OF U S TREASURY NT 2.125% 11/30/23/GOLDMAN SACHS 5,000,000.0000 0.984336 -4,921,679.68 4,921,679.68 0.00 &CO.LLC/5,000,000 PAR VALUE AT 98.433594% 01/31/2019 9128281-157 PURCHASED PAR VALUE OF U S TREASURY NT 2.125% 11/30/23/MORGAN 10,000,000.0000 0.980195 -9,801,953.13 9,801,953.13 0.00 STANLEY&CO.LLC/10,000,000 PAR VALUE AT 98.0195313% 1 of 8 U.S. Bank Transaction History 01/01/2019 Thru 01/31/2019 Entry Date CUSIP Id Explanation Units Price Net Cash Arnt Cost Gain/Loss 01/31/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 68,069,375.0000 1.000000 -68,069,375.00 68,069,375.00 0.00 01/31/2019 31846V567 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z 1,354,351.8200 1.000000 -1,354,351.82 1,354,351.82 0.00 TOTAL ACQUISITIONS 135,946,881.2800 -135,662,279.97 135,662,279.97 0.00 DISPOSITIONS 01/14/2019 459052AP1 MATURED PAR VALUE OF INTL BK DISC NTS 1/14/19 10,000,000 PAR VALUE AT -10,000,000.0000 1.000000 10,000,000.00 -9,985,825.00 14,175.00 100% 01/14/2019 459052AP1 MATURED PAR VALUE OF INTL BK DISC NTS 1/14/19 5,000,000 PAR VALUE AT -5,000,000.0000 1.000000 5,000,000.00 -4,992,912.50 7,087.50 100% 01/15/2019 31348SWZ3 PAID DOWN PAR VALUE OF F H L M C#786064 3.427% 1/01/28 DECEMBER FHLMC -12.4800 0.000000 12.48 -12.18 0.30 DUE 1/15/19 01/15/2019 3133TCE95 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 3.587% 8/15/32 -706.1500 83,248.546754 706.15 -706.89 -0.74 01/15/2019 43814QAC2 PAID DOWN PAR VALUE OF HONDA AUTO 1.390% 4/15/20 -78,645.8400 0.000000 78,645.84 -78,644.31 1.53 01/15/2019 47788MAC4 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 1.360% 4/15/20 -128,010.2100 0.000000 128,010.21 -127,990.06 20.15 01/15/2019 47788BABO PAID DOWN PAR VALUE OF JOHN DEERE OWNER 1.590% 4/15/20 -60,149.0800 0.000000 60,149.08 -60,143.85 5.23 01/15/2019 47788CAB8 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 2.420% 10/15/20 -177,787.3900 0.000000 177,787.39 -177,426.26 361.13 01/15/2019 65478VAD9 PAID DOWN PAR VALUE OF NISSAN AUTO 1.320% 1/15/21 -93,749.7400 0.000000 93,749.74 -92,999.01 750.73 01/15/2019 654747ABO PAID DOWN PAR VALUE OF NISSAN AUTO 1.470% 1/15/20 CMO FINAL PAYDOWN -78,074.3800 0.000000 78,074.38 -78,073.98 0.40 01/15/2019 65477UAD2 PAID DOWN PAR VALUE OF NISSAN AUTO 1.500% 9/15/21 -158,014.5500 0.000000 158,014.55 -157,026.96 987.59 01/15/2019 89238BAB8 PAID DOWN PAR VALUE OF TOYOTA AUTO 2.100% 10/15/20 -381,748.7700 0.000000 381,748.77 -381,709.76 39.01 01/18/2019 43814RACO PAID DOWN PAR VALUE OF HONDA AUTO 1.210% 12/18/20 -165,401.4800 0.000000 165,401.48 -163,585.94 1,815.54 01/18/2019 43814PAB6 PAID DOWN PAR VALUE OF HONDA AUTO 1.570% 1/21/20 -69,210.8000 0.000000 69,210.80 -69,204.65 6.15 01/22/2019 912796UK3 MATURED PAR VALUE OF U S TREASURY BILL 1/22/19 10,000,000 PAR VALUE -10,000,000.0000 1.000000 9,986,250.00 -9,986,250.00 0.00 AT100% 01/22/2019 912796UK3 MATURED PAR VALUE OF U S TREASURY BILL 1/22/19 5,000,000 PAR VALUE AT -5,000,000.0000 1.000000 4,993,125.00 -4,993,125.00 0.00 100% 01/22/2019 36225CAZ9 PAID DOWN PAR VALUE OF G N M A I I#080023 3.125% 12/20/26 DECEMBER GNMA -209.9000 0.000000 209.90 -213.37 -3.47 DUE 1/20/19 01/22/2019 36225CC20 PAID DOWN PAR VALUE OF G N M A I I#080088 3.625% 6/20/27 DECEMBER GNMA -191.6400 0.000000 191.64 -195.83 -4.19 DUE 1/20/19 01/22/2019 36225CNM4 PAID DOWN PAR VALUE OF G N M A I I#080395 3.625% 4/20/30 DECEMBER GNMA -208.3400 0.000000 208.34 -206.45 1.89 DUE 1/20/19 01/22/2019 36225CN28 PAID DOWN PAR VALUE OF G N M A I I#080408 3.625% 5/20/30 DECEMBER GNMA -363.0400 0.000000 363.04 -359.35 3.69 DUE 1/20/19 01/22/2019 36225DCB8 PAID DOWN PAR VALUE OF G N M A I I#080965 3.750% 7/20/34 DECEMBER GNMA -1,964.1700 0.000000 1,964.17 -1,962.94 1.23 DUE 1/20/19 01/22/2019 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -3,180,869.0000 1.000000 3,180,869.00 -3,180,869.00 0.00 2of8 U.S. Bank Transaction History 01/01/2019 Thru 01/31/2019 Entry Date CUSIP Id Explanation Units Price Net Cash Amt Cost Gain/Loss 01/24/2019 89113XUZ5 MATURED PAR VALUE OF TORONTO DOMINION C D 2.150% 1/24/19 1,000,000 PAR -1,000,000.0000 1.000000 1,000,000.00 -997,312.00 2,688.00 VALUE AT 100% 01/25/2019 31394JY35 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 6.500% 9/25/43 -5,828.6600 0.000000 5,828.66 -6,600.96 -772.30 01/25/2019 31371NUC7 PAID DOWN PAR VALUE OF F N M A#257179 4.500% 4/01/28 DECEMBER FNMA -129.8000 0.000000 129.80 -137.28 -7.48 DUE 1/25/19 01/25/2019 31376KT22 PAID DOWN PAR VALUE OF F N M A#357969 5.000% 9/01/35 DECEMBER FNMA -437.4000 0.000000 437.40 -470.20 -32.80 DUE 1/25/19 01/25/2019 31381 PDA3 PAID DOWN PAR VALUE OF F N M A#466397 3.400%11/01/20 DECEMBER FNMA -676.6100 0.000000 676.61 -661.97 14.64 DUE 1/25/19 01/25/2019 31403DJZ3 PAID DOWN PAR VALUE OF F N M A#745580 5.000% 6/01/36 DECEMBER FNMA -1,328.2100 0.000000 1,328.21 -1,427.83 -99.62 DUE 1/25/19 01/25/2019 31403GXF4 PAID DOWN PAR VALUE OF F N M A#748678 5.000%10/01/33 DECEMBER FNMA -8.3400 0.000000 8.34 -8.97 -0.63 DUE 1/25/19 01/25/2019 31406PQY8 PAID DOWN PAR VALUE OF F N M A#815971 5.000% 3/01/35 DECEMBER FNMA -2,623.9600 0.000000 2,623.96 -2,820.76 -196.80 DUE 1/25/19 01/25/2019 31406XWT5 PAID DOWN PAR VALUE OF F N M A#823358 3.972% 2/01/35 DECEMBER FNMA -449.7200 0.000000 449.72 -446.21 3.51 DUE 1/25/19 01/25/2019 31407BXH7 PAID DOWN PAR VALUE OF F N M A#826080 5.000% 7/01/35 DECEMBER FNMA -311.9100 0.000000 311.91 -335.30 -23.39 DUE 1/25/19 01/25/2019 31410F4V4 PAID DOWN PAR VALUE OF F N M A#888336 5.000% 7/01/36 DECEMBER FNMA -3,659.1600 0.000000 3,659.16 -3,933.60 -274.44 DUE 1/25/19 01/25/2019 3138EG6F6 PAID DOWN PAR VALUE OF F N M A#AL0869 4.500% 6/01/29 DECEMBER FNMA -202.3000 0.000000 202.30 -213.95 -11.65 DUE 1/25/19 01/25/2019 31417YAY3 PAID DOWN PAR VALUE OF F N M A#MA0022 4.500% 4/01/29 DECEMBER FNMA -165.9100 0.000000 165.91 -175.47 -9.56 DUE 1/25/19 01/25/2019 31397QREO PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.113% 2/25/41 -2,608.4800 0.000000 2,608.48 -2,607.66 0.82 01/25/2019 78445JAA5 PAID DOWN PAR VALUE OF S L M A 4.07854% 4/25/23 -10,997.7100 0.000000 10,997.71 -10,953.09 44.62 01/28/2019 46625HJR2 MATURED PAR VALUE OF JPMORGAN CHASE CO 2.350% 1/28/19 1,000,000 PAR -1,000,000.0000 1.000000 1,000,000.00 -998,810.00 1,190.00 VALUE AT 100% 01/28/2019 69353RCH9 MATURED PAR VALUE OF PNC BANK NA MTN 2.200% 1/28/19 1,030,000 PAR VALUE -1,030,000.0000 1.000000 1,030,000.00 -1,028,805.20 1,194.80 AT100% 01/30/2019 313384BF5 MATURED PAR VALUE OF F H L B DISC NTS 1/30/19 3,012,000 PAR VALUE AT -3,012,000.0000 1.000000 2,996,848.58 -2,996,848.58 0.00 100% 01/31/2019 912796PP8 MATURED PAR VALUE OF U S TREASURY BILL 1/31/19 5,000,000 PAR VALUE AT -5,000,000.0000 1.000000 4,958,270.17 -4,958,270.17 0.00 100% 01/31/2019 912828V56 MATURED PAR VALUE OF U S TREASURY NT 1.125% 1/31/19 3,000,000 PAR VALUE -3,000,000.0000 1.000000 3,000,000.00 -2,991,328.13 8,671.87 AT100% 01/31/2019 912828SD3 MATURED PAR VALUE OF U S TREASURY NT 1.250% 1/31/19 5,000,000 PAR VALUE -5,000,000.0000 1.000000 5,000,000.00 -4,984,765.63 15,234.37 AT100% 3of8 U.S. Bank Transaction History 01/01/2019 Thru 01/31/2019 Entry Date CUSIP Id Explanation Units Price Net Cash Amt Cost Gain/Loss 01/31/2019 912828B33 MATURED PAR VALUE OF U S TREASURY NT 1.500% 1/31/19 11,000,000 PAR -11,000,000.0000 1.000000 11,000,000.00 -11,042,439.19 -42,439.19 VALUE AT 100% 01/31/2019 912828B33 MATURED PAR VALUE OF U S TREASURY NT 1.500% 1/31/19 54,500,000 PAR -54,500,000.0000 1.000000 54,500,000.00 -54,382,226.57 117,773.43 VALUE AT 100% 01/31/2019 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -78,944,921.8800 1.000000 78,944,921.88 -78,944,921.88 0.00 01/31/2019 31846V567 SOLD UNITS OF FIRST AM GOVT OB FD CL Z -4,939,777.2100 1.000000 4,939,777.21 -4,939,777.21 0.00 TOTAL DISPOSITIONS -203,031,444.2200 202,953,937.97 -202,825,741.10 128,196.87 OTHER TRANSACTIONS 01/02/2019 31846V567 INTEREST EARNED ON FIRST AM GOVT OB FD CL Z UNIT ON 0.0000 SHARES DUE 0.0000 0.000000 45,269.00 0.00 0.00 12/31/2018 INTEREST FROM 12/1/18 TO 12/31/18 01/02/2019 31846V567 INTEREST EARNED ON FIRST AM GOVT OB FD CL Z UNIT ON 0.0000 SHARES DUE 0.0000 0.000000 31,713.55 0.00 0.00 12/31/2018 INTEREST FROM 12/1/18 TO 12/31/18 01/07/2019 3135GOS38 INTEREST EARNED ON F N M A 2.000% 1/05/22$1 PV ON 3000000.0000 0.0000 0.000000 30,000.00 0.00 0.00 SHARES DUE 1/5/2019 01/07/2019 404280BF5 INTEREST EARNED ON HSBC HOLDINGS PLC 2.650% 1/05/22$1 PV ON 0.0000 0.000000 59,625.00 0.00 0.00 4500000.0000 SHARES DUE 1/5/2019 01/09/2019 36962G7MO INTEREST EARNED ON GENERAL ELEC CA MTN 2.200% 1/09/20$1 PV ON 0.0000 0.000000 55,000.00 0.00 0.00 5000000.0000 SHARES DUE 1/9/2019 01/11/2019 912828WUO BOOK VALUE OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY-16120.00 UNITS 0.0000 0.000000 0.00 0.00 0.00 DECREASE TO ADJUST FOR CHANGE IN CPI 01/11/2019 912828WUO FED BASIS OF U S TREASURY I PS 0.125% 7/15/24 ADJUSTED BY-16120.00 UNITS 0.0000 0.000000 0.00 -16,120.00 0.00 DECREASE TO ADJUST FOR CHANGE IN CPI 01/11/2019 912828WUO PAR VALUE OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY-16120.0000 -16,120.0000 0.000000 0.00 0.00 0.00 UNITS DECREASE TO ADJUST FOR CHANGE IN CPI 01/11/2019 912828WUO STATE COST OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY-16120.00 UNITS 0.0000 0.000000 0.00 0.00 0.00 DECREASE TO ADJUST FOR CHANGE IN CPI 01/14/2019 02665WCJ8 INTEREST EARNED ON AMERICAN HONDA MTN 3.450% 7/14/23$1 PV ON 0.0000 0.000000 14,414.29 0.00 0.00 845000.0000 SHARES DUE 1/14/2019 01/14/2019 25468PDL7 INTEREST EARNED ON WALT DISNEY MTN 0.875% 7/12/19$1 PV ON 1130000.0000 0.0000 0.000000 4,943.75 0.00 0.00 SHARES DUE 1/12/2019 01/15/2019 02587AAJ3 INTEREST EARNED ON AMERICAN EXPRESS 1.930% 9/15/22$1 PV ON 10084.2400 0.0000 0.000000 10,084.24 0.00 0.00 SHARES DUE 1/15/2019$0.00161/PV ON 6,270,000.00 PV DUE 1/15/19 01/15/2019 31348SWZ3 INTEREST EARNED ON F H L M C#786064 3.427% 1/01/28$1 PV ON 5.7100 SHARES 0.0000 0.000000 5.71 0.00 0.00 DUE 1/15/2019 NOVEMBER FHLMC DUE 1/15/19 01/15/2019 3133TCE95 INTEREST EARNED ON F H L M C MLTCL MTG 3.587% 8/15/32$1 PV ON 39.7900 0.0000 0.000000 39.79 0.00 0.00 SHARES DUE 1/15/2019$0.00316/PV ON 12,390.75 PV DUE 1/15/19 01/15/2019 43814QAC2 INTEREST EARNED ON HONDA AUTO 1.390% 4/15/20$1 PV ON 522.7800 0.0000 0.000000 522.78 0.00 0.00 SHARES DUE 1/15/2019$0.00116/PV ON 451,323.73 PV DUE 1/15/19 4of8 U.S. Bank Transaction History 01/01/2019 Thru 01/31/2019 Entry Date CUSIP Id Explanation Units Price Net Cash Arnt Cost Gain/Loss 01/15/2019 47788MAC4 INTEREST EARNED ON JOHN DEERE OWNER 1.360% 4/15/20$1 PV ON 500.0300 0.0000 0.000000 500.03 0.00 0.00 SHARES DUE 1/15/2019$0.00113/PV ON 441,203.81 PV DUE 1/15/19 01/15/2019 47788NADO INTEREST EARNED ON JOHN DEERE OWNER 1.490% 5/15/23$1 PV ON 1429.1600 0.0000 0.000000 1,429.16 0.00 0.00 SHARES DUE 1/15/2019$0.00124/PV ON 1,151,000.00 PV DUE 1/15/19 01/15/2019 47788BABO INTEREST EARNED ON JOHN DEERE OWNER 1.590% 4/15/20$1 PV ON 348.1700 0.0000 0.000000 348.17 0.00 0.00 SHARES DUE 1/15/2019$0.00132/PV ON 262,773.56 PV DUE 1/15/19 01/15/2019 47788BAD6 INTEREST EARNED ON JOHN DEERE OWNER 1.820% 10/15/21 $1 PV ON 1023.7500 0.0000 0.000000 1,023.75 0.00 0.00 SHARES DUE 1/15/2019$0.00152/PV ON 675,000.00 PV DUE 1/15/19 01/15/2019 47788CAB8 INTEREST EARNED ON JOHN DEERE OWNER 2.420% 10/15/20$1 PV ON 3195.7800 0.0000 0.000000 3,195.78 0.00 0.00 SHARES DUE 1/15/2019$0.00202/PV ON 1,584,682.42 PV DUE 1/15/19 01/15/2019 47788CAC6 INTEREST EARNED ON JOHN DEERE OWNER 2.660% 4/18/22$1 PV ON 2970.3300 0.0000 0.000000 2,970.33 0.00 0.00 SHARES DUE 1/15/2019$0.00222/PV ON 1,340,000.00 PV DUE 1/15/19 01/15/2019 47788EAC2 INTEREST EARNED ON JOHN DEERE OWNER 3.080% 11/15/22$1 PV ON 11883.6700 0.0000 0.000000 11,883.67 0.00 0.00 SHARES DUE 1/15/2019$0.00257/PV ON 4,630,000.00 PV DUE 1/15/19 01/15/2019 65478VAD9 INTEREST EARNED ON NISSAN AUTO 1.320% 1/15/21 $1 PV ON 1156.2500 0.0000 0.000000 1,156.25 0.00 0.00 SHARES DUE 1/15/2019$0.00110/PV ON 1,051,134.72 PV DUE 1/15/19 01/15/2019 654747ABO INTEREST EARNED ON NISSAN AUTO 1.470% 1/15/20$1 PV ON 95.6400 SHARES 0.0000 0.000000 95.64 0.00 0.00 DUE 1/15/2019$0.00123/PV ON 78,074.38 PV DUE 1/15/19 01/15/2019 65477UAD2 INTEREST EARNED ON NISSAN AUTO 1.500% 9/15/21 $1 PV ON 1365.8800 0.0000 0.000000 1,365.88 0.00 0.00 SHARES DUE 1/15/2019$0.00125/PV ON 1,092,704.96 PV DUE 1/15/19 01/15/2019 65478GAD2 INTEREST EARNED ON NISSAN AUTO 1.750% 10/15/21 $1 PV ON 3828.1200 0.0000 0.000000 3,828.12 0.00 0.00 SHARES DUE 1/15/2019$0.00146/PV ON 2,625,000.00 PV DUE 1/15/19 01/15/2019 65479GAD1 INTEREST EARNED ON NISSAN AUTO 3.060% 3/15/23$1 PV ON 9078.0000 0.0000 0.000000 9,078.00 0.00 0.00 SHARES DUE 1/15/2019$0.00255/PV ON 3,560,000.00 PV DUE 1/15/19 01/15/2019 89238BAB8 INTEREST EARNED ON TOYOTA AUTO 2.100% 10/15/20$1 PV ON 6953.6100 0.0000 0.000000 6,953.61 0.00 0.00 SHARES DUE 1/15/2019$0.00175/PV ON 3,973,491.12 PV DUE 1/15/19 01/15/2019 912828WUO INTEREST EARNED ON U S TREASURY I P S 0.125% 7/15/24$1 PV ON 11059464.0000 0.0000 0.000000 6,912.17 0.00 0.00 SHARES DUE 1/15/2019 01/18/2019 43814RACO INTEREST EARNED ON HONDA AUTO 1.210% 12/18/20$1 PV ON 1909.1000 0.0000 0.000000 1,909.10 0.00 0.00 SHARES DUE 1/18/2019$0.00101/PV ON 1,893,324.61 PV DUE 1/18/19 01/18/2019 43814PAB6 INTEREST EARNED ON HONDA AUTO 1.570% 1/21/20$1 PV ON 372.8600 0.0000 0.000000 372.86 0.00 0.00 SHARES DUE 1/18/2019$0.00131/PV ON 284,988.93 PV DUE 1/18/19 01/18/2019 43814PAC4 INTEREST EARNED ON HONDA AUTO 1.790% 9/20/21 $1 PV ON 4609.2500 0.0000 0.000000 4,609.25 0.00 0.00 SHARES DUE 1/18/2019$0.00149/PV ON 3,090,000.00 PV DUE 1/18/19 01/18/2019 43814UAG4 INTEREST EARNED ON HONDA AUTO 3.010% 5/18/22$1 PV ON 1710000.0000 0.0000 0.000000 4,289.25 0.00 0.00 SHARES DUE 1/18/2019 01/18/2019 4581XOCW6 INTEREST EARNED ON INTER AMER DEV BK 2.125% 1/18/22$1 PV ON 3000000.0000 0.0000 0.000000 31,875.00 0.00 0.00 SHARES DUE 1/18/2019 01/22/2019 3135GOT94 INTEREST EARNED ON F N M A DEB 2.375% 1/19/23$1 PV ON 5000000.0000 0.0000 0.000000 59,375.00 0.00 0.00 SHARES DUE 1/19/2019 5of8 U.S. Bank Transaction History 01/01/2019 Thru 01/31/2019 Entry Date CUSIP Id Explanation Units Price Net Cash Arnt Cost Gain/Loss 01/22/2019 36225CAZ9 INTEREST EARNED ON G N M A 1 1#080023 3.125% 12/20/26$1 PV ON 47.7800 0.0000 0.000000 47.78 0.00 0.00 SHARES DUE 1/20/2019 DECEMBER GNMA DUE 1/20/19 01/22/2019 36225CC20 INTEREST EARNED ON G N M A 1 1#080088 3.625% 6/20/27$1 PV ON 53.9700 SHARES 0.0000 0.000000 53.97 0.00 0.00 DUE 1/20/2019 DECEMBER GNMA DUE 1/20/19 01/22/2019 36225CNM4 INTEREST EARNED ON G N M A 1 1#080395 3.625% 4/20/30$1 PV ON 22.4700 SHARES 0.0000 0.000000 22.47 0.00 0.00 DUE 1/20/2019 DECEMBER GNMA DUE 1/20/19 01/22/2019 36225CN28 INTEREST EARNED ON G N M A 1 1#080408 3.625% 5/20/30$1 PV ON 172.6900 0.0000 0.000000 172.69 0.00 0.00 SHARES DUE 1/20/2019 DECEMBER GNMA DUE 1/20/19 01/22/2019 36225DCB8 INTEREST EARNED ON G N M A 1 1#080965 3.750% 7/20/34$1 PV ON 173.9700 0.0000 0.000000 173.97 0.00 0.00 SHARES DUE 1/20/2019 DECEMBER GNMA DUE 1/20/19 01/22/2019 43815HAC1 INTEREST EARNED ON HONDA AUTO 2.950% 8/22/22$1 PV ON 9759.5800 0.0000 0.000000 9,759.58 0.00 0.00 SHARES DUE 1/21/2019$0.00246/PV ON 3,970,000.00 PV DUE 1/21/19 01/22/2019 45950KCJ7 INTEREST EARNED ON INTL FINANCE CORP 1.125% 7/20/21 $1 PV ON 2500000.0000 0.0000 0.000000 14,075.00 0.00 0.00 SHARES DUE 1/20/2019 01/22/2019 912796UK3 INTEREST EARNED ON U S TREASURY BILL 1/22/19$1 PV ON 10000000.0000 0.0000 0.000000 13,750.00 0.00 0.00 SHARES DUE 1/22/2019 10,000,000 PAR VALUE AT 100% 01/22/2019 912796UK3 INTEREST EARNED ON U S TREASURY BILL 1/22/19$1 PV ON 5000000.0000 0.0000 0.000000 6,875.00 0.00 0.00 SHARES DUE 1/22/2019 5,000,000 PAR VALUE AT 100% 01/22/2019 94974BGM6 INTEREST EARNED ON WELLS FARGO CO MTN 2.600% 7/22/20$1 PV ON 0.0000 0.000000 65,000.00 0.00 0.00 5000000.0000 SHARES DUE 1/22/2019 01/22/2019 95000U2138 INTEREST EARNED ON WELLS FARGO MTN 2.625% 7/22/22$1 PV ON 3000000.0000 0.0000 0.000000 39,375.00 0.00 0.00 SHARES DUE 1/22/2019 01/22/2019 3130AOF70 PAID ACCRUED INTEREST ON PURCHASE OF F H L B DEB 3.375% 12/08/23 0.0000 0.000000 -7,734.38 0.00 0.00 01/23/2019 46625HKA7 INTEREST EARNED ON JPMORGAN CHASE CO 2.250% 1/23/20$1 PV ON 0.0000 0.000000 22,500.00 0.00 0.00 2000000.0000 SHARES DUE 1/23/2019 01/23/2019 90331HNL3 INTEREST EARNED ON US BANK NA MTN 2.850% 1/23/23$1 PV ON 5000000.0000 0.0000 0.000000 71,250.00 0.00 0.00 SHARES DUE 1/23/2019 01/24/2019 89113XUZ5 INTEREST EARNED ON TORONTO DOMINION C D 2.150% 1/24/19$1 PV ON 0.0000 0.000000 21,679.17 0.00 0.00 1000000.0000 SHARES DUE 1/24/2019 INTEREST ON 1/24/19 MATURITY 01/25/2019 03215PFN4 INTEREST EARNED ON AMRESCO 3.44628% 6/25/29$1 PV ON 384.1000 0.0000 0.000000 384.10 0.00 0.00 SHARES DUE 1/25/2019$0.00287/PV ON 133,743.29 PV DUE 1/25/19 01/25/2019 31398VJ98 INTEREST EARNED ON F H L M C MLTCL MTG 4.251% 1/25/20$1 PV ON 900000.0000 0.0000 0.000000 3,188.25 0.00 0.00 SHARES DUE 1/25/2019 01/25/2019 31394JY35 INTEREST EARNED ON F H L M C MLTCL MTG 6.500% 9/25/43$1 PV ON 4178.7600 0.0000 0.000000 4,178.76 0.00 0.00 SHARES DUE 1/25/2019$0.00542/PV ON 771,463.19 PV DUE 1/25/19 01/25/2019 31371 NUC7 INTEREST EARNED ON F N M A#257179 4.500% 4/01/28$1 PV ON 59.8200 SHARES 0.0000 0.000000 59.82 0.00 0.00 DUE 1/25/2019 DECEMBER FNMA DUE 1/25/19 01/25/2019 31376KT22 INTEREST EARNED ON F N M A#357969 5.000% 9/01/35$1 PV ON 460.5700 0.0000 0.000000 460.57 0.00 0.00 SHARES DUE 1/25/2019 DECEMBER FNMA DUE 1/25/19 6of8 U.S. Bank Transaction History 01/01/2019 Thru 01/31/2019 Entry Date CUSIP Id Explanation Units Price Net Cash Amt Cost Gain/Loss 01/25/2019 31381PDA3 INTEREST EARNED ON F N M A#466397 3.400% 11/01/20$1 PV ON 1006.5200 0.0000 0.000000 1,006.52 0.00 0.00 SHARES DUE 1/25/2019 DECEMBER FNMA DUE 1/25/19 01/25/2019 31403DJZ3 INTEREST EARNED ON F N M A#745580 5.000% 6/01/36$1 PV ON 438.1300 0.0000 0.000000 438.13 0.00 0.00 SHARES DUE 1/25/2019 DECEMBER FNMA DUE 1/25/19 01/25/2019 31403GXF4 INTEREST EARNED ON F N M A#748678 5.000%10/01/33$1 PV ON 7.7500 SHARES 0.0000 0.000000 7.75 0.00 0.00 DUE 1/25/2019 DECEMBER FNMA DUE 1/25/19 01/25/2019 31406PQY8 INTEREST EARNED ON F N M A#815971 5.000% 3/01/35$1 PV ON 768.9600 0.0000 0.000000 768.96 0.00 0.00 SHARES DUE 1/25/2019 DECEMBER FNMA DUE 1/25/19 01/25/2019 31406XWT5 INTEREST EARNED ON F N M A#823358 3.972% 2/01/35$1 PV ON 374.6400 0.0000 0.000000 374.64 0.00 0.00 SHARES DUE 1/25/2019 DECEMBER FNMA DUE 1/25/19 01/25/2019 31407BXH7 INTEREST EARNED ON F N M A#826080 5.000% 7/01/35$1 PV ON 86.7700 SHARES 0.0000 0.000000 86.77 0.00 0.00 DUE 1/25/2019 DECEMBER FNMA DUE 1/25/19 01/25/2019 31410F4V4 INTEREST EARNED ON F N M A#888336 5.000% 7/01/36$1 PV ON 864.7500 0.0000 0.000000 864.75 0.00 0.00 SHARES DUE 1/25/2019 DECEMBER FNMA DUE 1/25/19 01/25/2019 3138EG6F6 INTEREST EARNED ON F N M A#AL0869 4.500% 6/01/29$1 PV ON 44.0400 SHARES 0.0000 0.000000 44.04 0.00 0.00 DUE 1/25/2019 DECEMBER FNMA DUE 1/25/19 01/25/2019 31417YAY3 INTEREST EARNED ON F N M A#MA0022 4.500% 4/01/29$1 PV ON 71.5800 0.0000 0.000000 71.58 0.00 0.00 SHARES DUE 1/25/2019 DECEMBER FNMA DUE 1/25/19 01/25/2019 31397QREO INTEREST EARNED ON F N M A GTD REMIC 1.113% 2/25/41 $1 PV ON 570.6100 0.0000 0.000000 570.61 0.00 0.00 SHARES DUE 1/25/2019$0.00266/PV ON 214,903.65 PV DUE 1/25/19 01/25/2019 45950KCMO INTEREST EARNED ON INTL BK M T N 2.250% 1/25/21 $1 PV ON 2970000.0000 0.0000 0.000000 33,412.50 0.00 0.00 SHARES DUE 1/25/2019 01/25/2019 78445JAA5 INTEREST EARNED ON S L M A 4.07854% 4/25/23$1 PV ON 263.7000 SHARES 0.0000 0.000000 263.70 0.00 0.00 DUE 1/25/2019$0.01020/PV ON 25,862.21 PV DUE 1/25/19 01/28/2019 459058FY4 INTEREST EARNED ON INTL BK 2.000% 1/26/22$1 PV ON 10000000.0000 0.0000 0.000000 100,000.00 0.00 0.00 SHARES DUE 1/26/2019 01/28/2019 46625HJR2 INTEREST EARNED ON JPMORGAN CHASE CO 2.350% 1/28/19$1 PV ON 0.0000 0.000000 11,750.00 0.00 0.00 1000000.0000 SHARES DUE 1/28/2019 01/28/2019 61747WAL3 INTEREST EARNED ON MORGAN STANLEY 5.500% 7/28/21 $1 PV ON 2800000.0000 0.0000 0.000000 77,000.00 0.00 0.00 SHARES DUE 1/28/2019 01/28/2019 69353RCH9 INTEREST EARNED ON PNC BANK NA MTN 2.200% 1/28/19$1 PV ON 1030000.0000 0.0000 0.000000 11,330.00 0.00 0.00 SHARES DUE 1/28/2019 INTEREST ON 1/28/19 MATURITY 01/29/2019 912828WUO BOOK VALUE OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY-19136.00 UNITS 0.0000 0.000000 0.00 0.00 0.00 DECREASE TO ADJUST FOR CHANGE IN CPI 01/29/2019 912828WUO FED BASIS OF U S TREASURY I PS 0.125% 7/15/24 ADJUSTED BY-19136.00 UNITS 0.0000 0.000000 0.00 -19,136.00 0.00 DECREASE TO ADJUST FOR CHANGE IN CPI 01/29/2019 06406RAE7 INTEREST EARNED ON BANK OF NY MTN 2.950% 1/29/23$1 PV ON 1500000.0000 0.0000 0.000000 22,125.00 0.00 0.00 SHARES DUE 1/29/2019 01/29/2019 69353REX2 INTEREST EARNED ON PNC BANK MTN 1.450% 7/29/19$1 PV ON 1890000.0000 0.0000 0.000000 13,702.50 0.00 0.00 SHARES DUE 1/29/2019 7of8 U.S. Bank Transaction History 01/01/2019 Thru 01/31/2019 Entry Date CUSIP Id Explanation Units Price Net Cash Amt Cost Gain/Loss 01/29/2019 912828WUO PAR VALUE OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY-19136.0000 -19,136.0000 0.000000 0.00 0.00 0.00 UNITS DECREASE TO ADJUST FOR CHANGE IN CPI 01/29/2019 912828WUO STATE COST OF U S TREASURY I P S 0.125% 7/15/24 ADJUSTED BY-19136.00 UNITS 0.0000 0.000000 0.00 0.00 0.00 DECREASE TO ADJUST FOR CHANGE IN CPI 01/30/2019 313384BF5 INTEREST EARNED ON F H L B DISC NTS 1/30/19$1 PV ON 3012000.0000 0.0000 0.000000 15,151.42 0.00 0.00 SHARES DUE 1/30/2019 3,012,000 PAR VALUE AT 100% 01/31/2019 CASH DISBURSEMENT PAID TO BANC OF CALIFORNIA OUTGOING DOMESTIC WIRE 0.0000 0.000000 -69,000,000.00 0.00 0.00 PER DIR DTD 1/29/19 01/31/2019 912796PP8 INTEREST EARNED ON U S TREASURY BILL 1/31/19$1 PV ON 5000000.0000 0.0000 0.000000 41,729.83 0.00 0.00 SHARES DUE 1/31/2019 5,000,000 PAR VALUE AT 100% 01/31/2019 912828TH3 INTEREST EARNED ON U S TREASURY NT 0.875% 7/31/19$1 PV ON 10000000.0000 0.0000 0.000000 43,750.00 0.00 0.00 SHARES DUE 1/31/2019 01/31/2019 912828V56 INTEREST EARNED ON U S TREASURY NT 1.125% 1/31/19$1 PV ON 3000000.0000 0.0000 0.000000 16,875.00 0.00 0.00 SHARES DUE 1/31/2019 01/31/2019 912828SD3 INTEREST EARNED ON U S TREASURY NT 1.250% 1/31/19$1 PV ON 5000000.0000 0.0000 0.000000 31,250.00 0.00 0.00 SHARES DUE 1/31/2019 01/31/2019 912828N89 INTEREST EARNED ON U S TREASURY NT 1.375% 1/31/21 $1 PV ON 6000000.0000 0.0000 0.000000 41,250.00 0.00 0.00 SHARES DUE 1/31/2019 01/31/2019 9128282K5 INTEREST EARNED ON U S TREASURY NT 1.375% 7/31/19$1 PV ON 10000000.0000 0.0000 0.000000 68,750.00 0.00 0.00 SHARES DUE 1/31/2019 01/31/2019 912828B33 INTEREST EARNED ON U S TREASURY NT 1.500% 1/31/19$1 PV ON 11000000.0000 0.0000 0.000000 82,500.00 0.00 0.00 SHARES DUE 1/31/2019 01/31/2019 912828B33 INTEREST EARNED ON U S TREASURY NT 1.500% 1/31/19$1 PV ON 54500000.0000 0.0000 0.000000 408,750.00 0.00 0.00 SHARES DUE 1/31/2019 01/31/2019 912828WW6 INTEREST EARNED ON U S TREASURY NT 1.625% 7/31/19$1 PV ON 5000000.0000 0.0000 0.000000 40,625.00 0.00 0.00 SHARES DUE 1/31/2019 01/31/2019 912828V72 INTEREST EARNED ON U S TREASURY NT 1.875% 1/31/22$1 PV ON 3000000.0000 0.0000 0.000000 28,125.00 0.00 0.00 SHARES DUE 1/31/2019 01/31/2019 9128281-157 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 2.125% 11/30/23 0.0000 0.000000 -36,195.05 0.00 0.00 01/31/2019 9128281-157 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 2.125% 11/30/23 0.0000 0.000000 -18,097.53 0.00 0.00 TOTAL OTHER TRANSACTIONS -35,256.0000 -67,291,658.00 -35,256.00 0.00 8of8 0211212019 KL ORANGE COUNTY SANITATION DISTRICT CURRENT COMMITTEES ITEM NO. 5 STEERING COMMITTEE (7) LEGISLATIVE AND PUBLIC AFFAIRS COMMITTEE (LaPA) (7) David Shawver, Board Chair John Withers, Board Vice-Chair Peter Kim, Chair (La Palma) Robert Collacott, Chair, Operations Committee Allan Bernstein, Vice-Chair (Tustin) Peter Kim, Chair, LaPA Committee Lucille Kring, Member-At-Large (Anaheim) Glenn Parker, Member-At-Large Donald P. Wagner, Member-At-Large (Irvine) Chad Wanke, Chair, Administration Committee Chad Wanke, Member-At-Large (Placentia) Donald P. Wagner, Member-At-Large David Shawver, Board Chair (Stanton) John Withers, Board Vice-Chair (IRWD) ADMINISTRATION COMMITTEE (13) GWRS STEERING COMMITTEE Chad Wanke, Chair (Placentia) David Shawver Richard Murphy, Vice-Chair (Los Alamitos) Jim Ferryman Jim Ferryman (CMSD) Tim Shaw Peter Kim (La Palma) Steve Nagel (Fountain Valley) (Al) — Donald P. Wagner Andrew Nguyen (MCSD) (A2) — Phil Hawkins Glenn Parker (Brea) (A3) — Erik Peterson Erik Peterson (Huntington Beach) Roman Reyna (Santa Ana) AUDIT AD HOC COMMITTEE (4) Donald P. Wagner (Irvine) David Shawver, Board Chair (Stanton) Peter Kim (La Palma) John Withers, Board Vice-Chair (IRWD) Richard Murphy (Los Alamitos) VACANT (Orange) Steve Nagel (Fountain Valley) Glenn Parker (Brea) OPERATIONS COMMITTEE (14) HEADQUARTERS COMPLEX Robert • - • AD HOC COMMITTEE (7) • Brad Avery - •• Beach) David Shawver (Stanton) AllanBernstein Robert Collacott (Villa Park) • • Chaffee (Board of •- • Ellery Deaton (Seal Beach) Ellery -- •n (Seal Beach) Steve Nagel (Fountain Valley) Phil Hawkins (YLWD) John Withers (IRWD) Steve • -s (Garden Gr• - Lucille Kring (Anaheim) KringLucille Erik Peterson (Huntington Beach) Habra)Tim Shaw (La Jesus J. Silva • SAWPA JOINT POLICY COMMITTEE -• Smith (Buena Park) David Shawver, Board - • David Shawver (Stanton) John Withers, =•- • John Withers (IRWD) Richard Murphy (Los Alamitos) — (Alternate) Board Delegate to Santa Ana River Flood Protection Agency (SARFPA) - Jim Ferryman Board Delegate to Orange County Council of Governments (OCCOG) - Jim Ferryman Board Delegate to National Water Research Institute (NWRI) - Jim Ferryman Board Delegate to Independent Special Districts of Orange County - (ISDOC) - John Withers OPERATIONS COMMITTEE Meeting Date To Bd.of Dir. 02/06/19 02/27/19 AGENDA REPORT Item Number Item Number 2 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: COATING INSPECTION AND CORROSION TESTING SERVICES GENERAL MANAGER'S RECOMMENDATION Approve Professional Services Agreements to provide on-call Coating Inspection and other Corrosion Testing Services for Collection System and Treatment Plant projects, PSA2019-001, for a three-year period effective May 1, 2019, for an amount not to exceed $200,000 per individual agreement ($600,000 total) with the following three firms: • On-Site Technical Services, Inc. • Corrpro Companies, Inc. • CSI Services, Inc. BACKGROUND The Orange County Sanitation District (Sanitation District) uses outside specialty Consultants for coating inspection and corrosion testing services in support of the Capital Improvement Program, Small Construction Projects, and Maintenance Projects during the planning, design, and construction of facilities both inside the plants and for the collection systems. RELEVANT STANDARDS • Ensure the public's money is wisely spent PROBLEM The Sanitation District has a need for on-call coating inspection and corrosion testing services. Currently, the Sanitation District has contracts with four firms that provide these services. The current contracts are expiring and a Request for Proposal (RFP) was issued to provide continuance of these services. PROPOSED SOLUTION The Sanitation District advertised a RFP on August 7, 2018 and four proposals were received. Based on the Sanitation District's standard evaluation process and pursuant to government codes, staff recommends approval of the Professional Services Agreements with On-Site Technical Services, Inc.; Corrpro Companies, Inc.; and CSI Services, Inc. Page 1 of 3 TIMING CONCERNS The current contracts will be expiring and the budgets expended. Delaying the new contracts will prevent the use of these services to support Collection System and Treatment Plant projects. RAMIFICATIONS OF NOT TAKING ACTION Increased risk in construction quality concerns and code compliance in supporting the Capital Improvement Program, Small Construction Projects, and Maintenance Projects. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The proposed Professional Services Agreements shall cover a three-year period. The recommended contract amounts are based on average of the number and type of test and inspections utilized over the past three years, and the anticipated needs going forward for the next three years. Staff will use these Consultants on an as-needed basis only. The total agreement cost is not guaranteed, nor is it paid to the Consultant if their services are not used. Staff Evaluation of Proposals: The four proposals received were evaluated on three predefined and equally weighted criteria: 1. Approach and Understanding of the Scope of Work 2. Staff Qualifications 3. Related Project Experience The evaluation team reviewed and ranked the proposals received as follows: PROPOSAL EVALUATION SCORES Proposer Rank On-Site Technical Services, Inc. 1 Corr pro Companies, Inc. 2 CSI Services, Inc. 3 Bureau Veritas North America, Inc. 4 The fee proposals for the top selected firms were opened on October 3, 2018 and the rates were reviewed for general conformance and found to be acceptable. Contracts are recommended to be awarded to On-Site Technical Services, Inc.; Corrpro Companies, Inc.; and CSI Services, Inc., each for an amount not to exceed $200,000. Page 2 of 3 CEQA This is not a project as defined by the California Environmental Quality Act (CEQA), therefore CEQA does not apply. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. These funds are included in the individual project budgets that require these services. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Professional Services Agreements DF:TC:dm:gc Page 3 of 3 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1st day of May, 2019, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and ON-SITE TECHNICAL SERVICES, INC., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant to provide Professional Services for Coating Inspection and Corrosion Testing Services for the Sanitation District's Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2019-001; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on February 27, 2019 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional 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, and 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 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 and/or Subcontractors. PSA -1- PSA2019-001 Revision 080118 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. C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its 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, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed 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. B. Other Direct Costs Refer to attachment "K" Allowable Direct Costs for payment information. 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. PSA -2- PSA2019-001 Revision 080118 4. PAYMENT A. CONSULTANT will submit monthly or periodic statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including: • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the SANITATION DISTRICT's Inspector approving the day's work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. B. 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 Audit Provisions stated herein below. C. 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. D. 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. E. 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 each task order. F. 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. G. 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, PSA -3- PSA2019-001 Revision 080118 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. H. 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. I. A CONSULTANT, Subconsultant or Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT, 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 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. J. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services under this Agreement will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's requests for payment. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 5. PREVAILING WAGES To the extent CONSULTANT and its Subconsultant(s) and/or Subcontractor(s) intends to utilize employees who will perform work during the contract, 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. PSA -4- PSA2019-001 Revision 080118 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees, Subconsultants and/or Subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(3). 7. AGREEMENT TERM The services provided under this AGREEMENT shall be for the period of three (3) years, commencing on May 1, 2019 and continuing through April 30, 2022. 8. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to tests, inspections, reports, original plans, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or PSA -5- PSA2019-001 Revision 080118 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 deliverables where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 9. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If PSA -6- PSA2019-001 Revision 080118 requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Mllion Dollars ($1,000,000) in form acceptable to the SANITATION DISTRICT. F. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier "SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. PSA -7- PSA2019-001 Revision 080118 G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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. H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: PSA -8- PSA2019-001 Revision 080118 • Certificate of ACORD Form 25 (5/2010) or equivalent. Insurance • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of (ISO Forms) CG 2010 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. I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. PSA -9- PSA2019-001 Revision 080118 J. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA -10- PSA2019-001 Revision 080118 10. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 11. PROJECT TEAM AND SUBCONSULTANTS 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 under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant, Subcontractor and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant and/or Subcontractor, broken down as indicated in Section 2 - COMPENSATION. There shall be no substitution of the listed Subconsultants, Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 12. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants and/or Subcontractors are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 13. 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 PSA -11- PSA2019-001 Revision 080118 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. 14. 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 and/or Subcontractors 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. 15. 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: Clarice Marcin, Senior Contracts Administrator Copy: Bill Gilbert, Project Manager PSA -12- PSA2019-001 Revision 080118 CONSULTANT: On-Site Technical Services, Inc. 12842 Valley View Suite 108 Garden Grove, CA 92845 Attention: Ron Coleman 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. 16. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed above. 17. 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. 18. 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. PSA -13- PSA2019-001 Revision 080118 19. 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. 20. 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. 21. 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. 22. 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). 23. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims") which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, PSA -14- PSA2019-001 Revision 080118 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. 24. 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. PSA -15- PSA2019-001 Revision 080118 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. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 26. 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 -16- PSA2019-001 Revision 080118 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By David John Shawver Date Board Chairman By Kelly A. Lore Date Clerk of the Board ON-SITE TECHNICAL SERVICES, INC. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Manager ATTACHMENTS: Attachment "A" Scope of Work Attachment "D" Fee Schedule Form Attachment "J" OCSD Safety Standards Attachment "K" Allowable Direct Costs CM:ms PSA -17- PSA2019-001 Revision 080118 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1st day of May, 2019, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and CORRPRO COMPANIES, INC., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant to provide Professional Services for Coating Inspection and Corrosion Testing Services for the Sanitation District's Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2019-001; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on February 27, 2019 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional 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, and 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 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 and/or Subcontractors. PSA -1- PSA2019-001 Revision 080118 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. C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its 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, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed 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. B. Other Direct Costs Refer to attachment "K" Allowable Direct Costs for payment information. 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. PSA -2- PSA2019-001 Revision 080118 4. PAYMENT A. CONSULTANT will submit monthly or periodic statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including: • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the SANITATION DISTRICT's Inspector approving the day's work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. B. 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 Audit Provisions stated herein below. C. 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. D. 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. E. 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 each task order. F. 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. G. 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, PSA -3- PSA2019-001 Revision 080118 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. H. 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. I. A CONSULTANT, Subconsultant or Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT, 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 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. J. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services under this Agreement will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's requests for payment. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 5. PREVAILING WAGES To the extent CONSULTANT and its Subconsultant(s) and/or Subcontractor(s) intends to utilize employees who will perform work during the contract, 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. PSA -4- PSA2019-001 Revision 080118 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees, Subconsultants and/or Subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(3). 7. AGREEMENT TERM The services provided under this AGREEMENT shall be for the period of three (3) years, commencing on May 1, 2019 and continuing through April 30, 2022. 8. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to tests, inspections, reports, original plans, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or PSA -5- PSA2019-001 Revision 080118 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 deliverables where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 9. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If PSA -6- PSA2019-001 Revision 080118 requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Mllion Dollars ($1,000,000) in form acceptable to the SANITATION DISTRICT. F. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier "SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. PSA -7- PSA2019-001 Revision 080118 G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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. H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: PSA -8- PSA2019-001 Revision 080118 • Certificate of ACORD Form 25 (5/2010) or equivalent. Insurance • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of (ISO Forms) CG 2010 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. I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. PSA -9- PSA2019-001 Revision 080118 J. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA -10- PSA2019-001 Revision 080118 10. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 11. PROJECT TEAM AND SUBCONSULTANTS 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 under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant, Subcontractor and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant and/or Subcontractor, broken down as indicated in Section 2 - COMPENSATION. There shall be no substitution of the listed Subconsultants, Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 12. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants and/or Subcontractors are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 13. 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 PSA -11- PSA2019-001 Revision 080118 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. 14. 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 and/or Subcontractors 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. 15. 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: Clarice Marcin, Senior Contracts Administrator Copy: Bill Gilbert, Project Manager PSA -12- PSA2019-001 Revision 080118 CONSULTANT: Corrpro Companies, Inc. 10260 Matern Place Santa Fe Springs, CA 90670 Attention: Mike Prosperi 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. 16. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed above. 17. 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. 18. 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. PSA -13- PSA2019-001 Revision 080118 19. 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. 20. 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. 21. 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. 22. 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). 23. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims") which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, PSA -14- PSA2019-001 Revision 080118 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. 24. 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. PSA -15- PSA2019-001 Revision 080118 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. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 26. 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 -16- PSA2019-001 Revision 080118 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By David John Shawver Date Board Chairman By Kelly A. Lore Date Clerk of the Board CORRPRO COMPANIES, INC. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Manager ATTACHMENTS: Attachment "A" Scope of Work Attachment "D" Fee Schedule Form Attachment "J" OCSD Safety Standards Attachment "K" Allowable Direct Costs CM:ms PSA -17- PSA2019-001 Revision 080118 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1st day of May, 2019, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and CSI SERVICES, INC., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant to provide Professional Services for Coating Inspection and Corrosion Testing Services for the Sanitation District's Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2019-001; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on February 27, 2019 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional 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, and 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 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 and/or Subcontractors. PSA -1- PSA2019-001 Revision 080118 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. C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its 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, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed 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. B. Other Direct Costs Refer to attachment "K" Allowable Direct Costs for payment information. 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. PSA -2- PSA2019-001 Revision 080118 4. PAYMENT A. CONSULTANT will submit monthly or periodic statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including: • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the SANITATION DISTRICT's Inspector approving the day's work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. B. 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 Audit Provisions stated herein below. C. 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. D. 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. E. 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 each task order. F. 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. G. 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, PSA -3- PSA2019-001 Revision 080118 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. H. 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. I. A CONSULTANT, Subconsultant or Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT, 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 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. J. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services under this Agreement will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's requests for payment. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 5. PREVAILING WAGES To the extent CONSULTANT and its Subconsultant(s) and/or Subcontractor(s) intends to utilize employees who will perform work during the contract, 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. PSA -4- PSA2019-001 Revision 080118 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees, Subconsultants and/or Subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(3). 7. AGREEMENT TERM The services provided under this AGREEMENT shall be for the period of three (3) years, commencing on May 1, 2019 and continuing through April 30, 2022. 8. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to tests, inspections, reports, original plans, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or PSA -5- PSA2019-001 Revision 080118 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 deliverables where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 9. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If PSA -6- PSA2019-001 Revision 080118 requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Mllion Dollars ($1,000,000) in form acceptable to the SANITATION DISTRICT. F. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier "SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. PSA -7- PSA2019-001 Revision 080118 G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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. H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: PSA -8- PSA2019-001 Revision 080118 • Certificate of ACORD Form 25 (5/2010) or equivalent. Insurance • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of (ISO Forms) CG 2010 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. I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. PSA -9- PSA2019-001 Revision 080118 J. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA -10- PSA2019-001 Revision 080118 10. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 11. PROJECT TEAM AND SUBCONSULTANTS 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 under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant, Subcontractor and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant and/or Subcontractor, broken down as indicated in Section 2 - COMPENSATION. There shall be no substitution of the listed Subconsultants, Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 12. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants and/or Subcontractors are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 13. 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 PSA -11- PSA2019-001 Revision 080118 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. 14. 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 and/or Subcontractors 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. 15. 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: Clarice Marcin, Senior Contracts Administrator Copy: Bill Gilbert, Project Manager PSA -12- PSA2019-001 Revision 080118 CONSULTANT: CSI Services, Inc. 28477 Hidden Hill Drive Santa Clarita, CA 91390 Attention: Patrick Sweeney 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. 16. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed above. 17. 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. 18. 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. PSA -13- PSA2019-001 Revision 080118 19. 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. 20. 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. 21. 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. 22. 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). 23. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims") which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, PSA -14- PSA2019-001 Revision 080118 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. 24. 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. PSA -15- PSA2019-001 Revision 080118 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. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 26. 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 -16- PSA2019-001 Revision 080118 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By David John Shawver Date Board Chairman By Kelly A. Lore Date Clerk of the Board CSI SERVICES, INC. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Manager ATTACHMENTS: Attachment "A" Scope of Work Attachment "D" Fee Schedule Form Attachment "J" OCSD Safety Standards Attachment "K" Allowable Direct Costs CM:ms PSA -17- PSA2019-001 Revision 080118 OPERATIONS COMMITTEE Meeting Date To Dir. 02/06/19 02/2/27/19 AGENDA REPORT Item Number Item Number 3 7 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: SURVEYING SERVICES GENERAL MANAGER'S RECOMMENDATION Approve Professional Services Agreements to provide on-call Surveying Services for Collection System and Treatment Plant projects, PSA2019-002, for a three-year period effective May 1 , 2019, for an amount not to exceed $200,000 per individual agreement ($800,000 total) with the following four firms: • Michael Baker International, Inc. • Stantec Consulting Services, Inc. • D. Woolley & Associates, Inc. • Bush and Associates, Inc. BACKGROUND The Orange County Sanitation District (Sanitation District) uses outside specialty Consultants for on-call surveying services in support of the Capital Improvement Program, Small Construction Projects, and Maintenance Projects during the planning, design, and construction of facilities both inside the plants and for the collection systems. RELEVANT STANDARDS • Ensure the public's money is wisely spent PROBLEM The Sanitation District has a need for on-call surveying services. Currently, the Sanitation District has contracts with four firms that provide these services. The current contracts are expiring and a Request for Proposal (RFP) was issued to provide continuance of these services. PROPOSED SOLUTION The Sanitation District advertised a RFP on August 7, 2018 and seven proposals were received. Based on the Sanitation District's standard evaluation process and pursuant to government codes, staff recommends approval of the Professional Services Agreements with Michael Baker International, Inc.; Stantec Consulting Services, Inc.; D. Woolley & Associates, Inc.; and Bush and Associates, Inc. Page 1 of 3 TIMING CONCERNS The current contracts will be expiring and the budgets expended. Delaying the new contracts will prevent the use of these services to support Collection System and Treatment Plant projects. RAMIFICATIONS OF NOT TAKING ACTION Increased risk in construction quality concerns and code compliance in supporting the Capital Improvement Program, Small Construction Projects, and Maintenance Projects. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The proposed Professional Services Agreements shall cover a three-year period. The recommended contract amounts are based on average of the number and type of test and inspections utilized over the past three years, and the anticipated needs going forward for the next three years. Staff will use these Consultants on an as-needed basis only. The total agreement cost is not guaranteed, nor is it paid to the Consultant if their services are not used. Staff Evaluation of Proposals: The seven proposals received were evaluated on three predefined and equally weighted criteria: 1. Approach and Understanding of the Scope of Work 2. Staff Qualifications 3. Related Project Experience The evaluation team reviewed and ranked the received proposals as follows: PROPOSAL EVALUATION SCORES Proposer Rank Michael Baker International 1 Stantec Consulting Services, Inc. 2 D. Woolley and Associates, Inc. 3 Bush and Associates, Inc. 4 PENCO Engineering 5 Fuscoe Engineering, Inc. 6 Hunsaker and Associates Irvine, Inc. 7 Page 2 of 3 The fee proposals for the top selected firms were opened on October 3, 2018 and the rates were reviewed for general conformance and found to be acceptable. Contracts are recommended to be awarded to Michael Baker International; Stantec Consulting Services, Inc.; D. Woolley and Associates, Inc.; and Bush and Associates, Inc., each for an amount not to exceed $200,000. CEQA This is not a project as defined by the California Environmental Quality Act (CEQA), therefore CEQA does not apply. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. These funds are included in the individual project budgets that require these services. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Professional Services Agreements DF:TC:dm:gc Page 3 of 3 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1st day of May, 2019, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and MICHAEL BAKER INTERNATIONAL, INC., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for Surveying Services for the SANITATION DISTRICT's Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2019-002; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on February 27, 2019 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional 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, and 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 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 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 highest industry standards for clarity, uniformity, and completeness. PSA -1- PSA2019-002 Revision 080118 C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its 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, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed 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. B. Other Direct Costs Refer to attachment "K" Allowable Direct Costs for payment information. 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. PSA -2- PSA2019-002 Revision 080118 4. PAYMENT A. CONSULTANT will submit monthly or periodic statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this AGREEMENT and shall be prepared by CONSULTANT and accompanied by such supporting data, including: • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the SANITATION DISTRICT's Inspector approving the day's work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. B. 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 Audit Provisions stated herein below. C. 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. D. 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. E. 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 each task order. F. 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. G. 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 PSA -3- PSA2019-002 Revision 080118 exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. H. 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. I. A CONSULTANT, Subconsultant or Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT, 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 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. J. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services under this AGREEMENT will exceed seventy-five percent (75%) of the not-to-exceed amount of the AGREEMENT, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's requests for payment. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this AGREEMENT. 5. PREVAILING WAGES To the extent CONSULTANT and its Subconsultant(s) and/or Subcontractor(s) intends to utilize employees who will perform work during the contract, 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. PSA -4- PSA2019-002 Revision 080118 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees, Subconsultants and/or Subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(3). 7. AGREEMENT TERM The services provided under this AGREEMENT shall be for the period of three (3) years, commencing on May 1, 2019 and continuing through April 30, 2022. 8. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to tests, inspections, reports, original plans, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or PSA -5- PSA2019-002 Revision 080118 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 deliverables where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 9. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage PSA -6- PSA2019-002 Revision 080118 (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of one million dollars ($1,000,000) in form acceptable to the SANITATION DISTRICT. F. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier "SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. PSA -7- PSA2019-002 Revision 080118 G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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. H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: PSA -8- PSA2019-002 Revision 080118 • Certificate of ACORD Form 25 (5/2010) or equivalent. Insurance • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of (ISO Forms) CG 2010 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. I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. PSA -9- PSA2019-002 Revision 080118 J. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA -10- PSA2019-002 Revision 080118 10. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 11. PROJECT TEAM AND SUBCONSULTANTS 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 under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant, Subcontractor and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant and/or Subcontractor, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants, Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 12. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants and/or Subcontractors are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 13. 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 PSA -11- PSA2019-002 Revision 080118 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. 14. 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 and/or Subcontractors 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. 15. 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: Clarice Marcin, Senior Contracts Administrator Copy: Bill Gilbert, Project Manager PSA -12- PSA2019-002 Revision 080118 CONSULTANT: Michael Baker Internatinal, Inc. 5 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 Attention: William G. Cox, PLS 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. 16. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in NOTICES above. 17. 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. 18. 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. PSA -13- PSA2019-002 Revision 080118 19. 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. 20. 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. 21. 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. 22. 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). 23. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims") which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT PSA -14- PSA2019-002 Revision 080118 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. 24. 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 PSA -15- PSA2019-002 Revision 080118 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. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 26. 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 -16- PSA2019-002 Revision 080118 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By David John Shawver Date Board Chairman By Kelly A. Lore Date Clerk of the Board MICHAEL BAKER INTERNATIONAL, INC. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Manager ATTACHMENTS: Attachment "A" Scope of Work Attachment "D" Fee Schedule Form Attachment "J" OCSD Safety Standards Attachment "K" Allowable Direct Costs CM:ms PSA -17- PSA2019-002 Revision 080118 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1st day of May, 2019, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and STANTEC CONSULTING SERVICES, INC., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for Surveying Services for the SANITATION DISTRICT's Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2019-002; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on February 27, 2019 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional 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, and 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 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 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 highest industry standards for clarity, uniformity, and completeness. PSA -1- PSA2019-002 Revision 080118 C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its 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, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed 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. B. Other Direct Costs Refer to attachment "K" Allowable Direct Costs for payment information. 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. PSA -2- PSA2019-002 Revision 080118 4. PAYMENT A. CONSULTANT will submit monthly or periodic statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this AGREEMENT and shall be prepared by CONSULTANT and accompanied by such supporting data, including: • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the SANITATION DISTRICT's Inspector approving the day's work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. B. 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 Audit Provisions stated herein below. C. 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. D. 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. E. 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 each task order. F. 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. G. 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 PSA -3- PSA2019-002 Revision 080118 exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. H. 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. I. A CONSULTANT, Subconsultant or Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT, 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 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. J. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services under this AGREEMENT will exceed seventy-five percent (75%) of the not-to-exceed amount of the AGREEMENT, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's requests for payment. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this AGREEMENT. 5. PREVAILING WAGES To the extent CONSULTANT and its Subconsultant(s) and/or Subcontractor(s) intends to utilize employees who will perform work during the contract, 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. PSA -4- PSA2019-002 Revision 080118 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees, Subconsultants and/or Subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(3). 7. AGREEMENT TERM The services provided under this AGREEMENT shall be for the period of three (3) years, commencing on May 1, 2019 and continuing through April 30, 2022. 8. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to tests, inspections, reports, original plans, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or PSA -5- PSA2019-002 Revision 080118 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 deliverables where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 9. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage PSA -6- PSA2019-002 Revision 080118 (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of one million dollars ($1,000,000) in form acceptable to the SANITATION DISTRICT. F. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier "SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. PSA -7- PSA2019-002 Revision 080118 G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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. H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: PSA -8- PSA2019-002 Revision 080118 • Certificate of ACORD Form 25 (5/2010) or equivalent. Insurance • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of (ISO Forms) CG 2010 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. I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. PSA -9- PSA2019-002 Revision 080118 J. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA -10- PSA2019-002 Revision 080118 10. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 11. PROJECT TEAM AND SUBCONSULTANTS 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 under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant, Subcontractor and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant and/or Subcontractor, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants, Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 12. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants and/or Subcontractors are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 13. 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 PSA -11- PSA2019-002 Revision 080118 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. 14. 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 and/or Subcontractors 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. 15. 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: Clarice Marcin, Senior Contracts Administrator Copy: Bill Gilbert, Project Manager PSA -12- PSA2019-002 Revision 080118 CONSULTANT: Stantec Consulting Services, Inc. 38 Technology Drive Irvine, CA 92618 Attention: James O. Steines, PLS 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. 16. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in NOTICES above. 17. 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. 18. 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. PSA -13- PSA2019-002 Revision 080118 19. 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. 20. 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. 21. 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. 22. 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). 23. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims") which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT PSA -14- PSA2019-002 Revision 080118 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. 24. 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 PSA -15- PSA2019-002 Revision 080118 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. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 26. 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 -16- PSA2019-002 Revision 080118 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By David John Shawver Date Board Chairman By Kelly A. Lore Date Clerk of the Board STANTEC CONSULTING SERVICES, INC. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Manager ATTACHMENTS: Attachment "A" Scope of Work Attachment "D" Fee Schedule Form Attachment "J" OCSD Safety Standards Attachment "K" Allowable Direct Costs CM:ms PSA -17- PSA2019-002 Revision 080118 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1st day of May, 2019, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and D. WOOLLEY & ASSOCIATES, INC., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for Surveying Services for the SANITATION DISTRICT's Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2019-002; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on February 27, 2019 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional 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, and 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 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 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 highest industry standards for clarity, uniformity, and completeness. PSA -1- PSA2019-002 Revision 080118 C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its 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, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed 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. B. Other Direct Costs Refer to attachment "K" Allowable Direct Costs for payment information. 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. PSA -2- PSA2019-002 Revision 080118 4. PAYMENT A. CONSULTANT will submit monthly or periodic statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this AGREEMENT and shall be prepared by CONSULTANT and accompanied by such supporting data, including: • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the SANITATION DISTRICT's Inspector approving the day's work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. B. 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 Audit Provisions stated herein below. C. 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. D. 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. E. 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 each task order. F. 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. G. 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 PSA -3- PSA2019-002 Revision 080118 exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. H. 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. I. A CONSULTANT, Subconsultant or Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT, 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 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. J. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services under this AGREEMENT will exceed seventy-five percent (75%) of the not-to-exceed amount of the AGREEMENT, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's requests for payment. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this AGREEMENT. 5. PREVAILING WAGES To the extent CONSULTANT and its Subconsultant(s) and/or Subcontractor(s) intends to utilize employees who will perform work during the contract, 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. PSA -4- PSA2019-002 Revision 080118 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees, Subconsultants and/or Subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(3). 7. AGREEMENT TERM The services provided under this AGREEMENT shall be for the period of three (3) years, commencing on May 1, 2019 and continuing through April 30, 2022. 8. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to tests, inspections, reports, original plans, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or PSA -5- PSA2019-002 Revision 080118 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 deliverables where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 9. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage PSA -6- PSA2019-002 Revision 080118 (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of one million dollars ($1,000,000) in form acceptable to the SANITATION DISTRICT. F. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier "SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. PSA -7- PSA2019-002 Revision 080118 G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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. H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: PSA -8- PSA2019-002 Revision 080118 • Certificate of ACORD Form 25 (5/2010) or equivalent. Insurance • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of (ISO Forms) CG 2010 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. I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. PSA -9- PSA2019-002 Revision 080118 J. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA -10- PSA2019-002 Revision 080118 10. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 11. PROJECT TEAM AND SUBCONSULTANTS 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 under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant, Subcontractor and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant and/or Subcontractor, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants, Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 12. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants and/or Subcontractors are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 13. 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 PSA -11- PSA2019-002 Revision 080118 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. 14. 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 and/or Subcontractors 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. 15. 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: Clarice Marcin, Senior Contracts Administrator Copy: Bill Gilbert, Project Manager PSA -12- PSA2019-002 Revision 080118 CONSULTANT: D. Woolley & Associates, Inc. 2832 Walnut Avenue, Suite A Tustin, CA 92780 Attention: Trevor Rice, PLS, President 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. 16. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in NOTICES above. 17. 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. 18. 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. PSA -13- PSA2019-002 Revision 080118 19. 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. 20. 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. 21. 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. 22. 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). 23. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims") which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT PSA -14- PSA2019-002 Revision 080118 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. 24. 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 PSA -15- PSA2019-002 Revision 080118 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. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 26. 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 -16- PSA2019-002 Revision 080118 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By David John Shawver Date Board Chairman By Kelly A. Lore Date Clerk of the Board D. WOOLLEY & ASSOCIATES, INC. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Manager ATTACHMENTS: Attachment "A" Scope of Work Attachment "D" Fee Schedule Form Attachment "J" OCSD Safety Standards Attachment "K" Allowable Direct Costs CM:ms PSA -17- PSA2019-002 Revision 080118 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1st day of May, 2019, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and BUSH & ASSOCIATES, INC., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for Surveying Services for the SANITATION DISTRICT's Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2019-002; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on February 27, 2019 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional 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, and 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 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 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 highest industry standards for clarity, uniformity, and completeness. PSA -1- PSA2019-002 Revision 080118 C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its 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, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed 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. B. Other Direct Costs Refer to attachment "K" Allowable Direct Costs for payment information. 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. PSA -2- PSA2019-002 Revision 080118 4. PAYMENT A. CONSULTANT will submit monthly or periodic statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this AGREEMENT and shall be prepared by CONSULTANT and accompanied by such supporting data, including: • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the SANITATION DISTRICT's Inspector approving the day's work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. B. 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 Audit Provisions stated herein below. C. 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. D. 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. E. 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 each task order. F. 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. G. 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 PSA -3- PSA2019-002 Revision 080118 exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. H. 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. I. A CONSULTANT, Subconsultant or Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT, 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 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. J. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services under this AGREEMENT will exceed seventy-five percent (75%) of the not-to-exceed amount of the AGREEMENT, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's requests for payment. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this AGREEMENT. 5. PREVAILING WAGES To the extent CONSULTANT and its Subconsultant(s) and/or Subcontractor(s) intends to utilize employees who will perform work during the contract, 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. PSA -4- PSA2019-002 Revision 080118 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees, Subconsultants and/or Subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(3). 7. AGREEMENT TERM The services provided under this AGREEMENT shall be for the period of three (3) years, commencing on May 1, 2019 and continuing through April 30, 2022. 8. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to tests, inspections, reports, original plans, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or PSA -5- PSA2019-002 Revision 080118 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 deliverables where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 9. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage PSA -6- PSA2019-002 Revision 080118 (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of one million dollars ($1,000,000) in form acceptable to the SANITATION DISTRICT. F. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier "SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. PSA -7- PSA2019-002 Revision 080118 G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than 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. H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: PSA -8- PSA2019-002 Revision 080118 • Certificate of ACORD Form 25 (5/2010) or equivalent. Insurance • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of (ISO Forms) CG 2010 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. I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. PSA -9- PSA2019-002 Revision 080118 J. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA -10- PSA2019-002 Revision 080118 10. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 11. PROJECT TEAM AND SUBCONSULTANTS 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 under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant, Subcontractor and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant and/or Subcontractor, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants, Subcontractors and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 12. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants and/or Subcontractors are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 13. 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 PSA -11- PSA2019-002 Revision 080118 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. 14. 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 and/or Subcontractors 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. 15. 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: Clarice Marcin, Senior Contracts Administrator Copy: Bill Gilbert, Project Manager PSA -12- PSA2019-002 Revision 080118 CONSULTANT: Bush & Associates, Inc. 18017 Sky Park Circle, Suite Q Irvine, CA 92614 Attention: David A. Bush, LS, President 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. 16. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in NOTICES above. 17. 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. 18. 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. PSA -13- PSA2019-002 Revision 080118 19. 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. 20. 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. 21. 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. 22. 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). 23. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims") which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT PSA -14- PSA2019-002 Revision 080118 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. 24. 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 PSA -15- PSA2019-002 Revision 080118 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. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 26. 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 -16- PSA2019-002 Revision 080118 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By David John Shawver Date Board Chairman By Kelly A. Lore Date Clerk of the Board BUSH & ASSOCIATES, Inc. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Manager ATTACHMENTS: Attachment "A" Scope of Work Attachment "D" Fee Schedule Form Attachment "J" OCSD Safety Standards Attachment "K" Allowable Direct Costs CM:ms PSA -17- PSA2019-002 Revision 080118 OPERATIONS COMMITTEE Meeting Date To Dir. 02/06/19 02/2/27/19 AGENDA REPORT Item Number Item Number 4 8 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: GEOTECHNICAL TESTING SERVICES GENERAL MANAGER'S RECOMMENDATION Approve Professional Services Agreements to provide on-call Materials Testing, Inspection, and Geotechnical Testing Services for Collection System and Treatment Plant projects, PSA2019-003, for a three-year period effective May 1, 2019, for an amount not to exceed $300,000 per individual agreement ($900,000 total) with the following three firms: • Ninyo & Moore • SCST, Inc. • Koury Engineering and Testing, Inc. BACKGROUND The Orange County Sanitation District (Sanitation District) uses outside specialty Consultants for on-call materials testing, inspection, and geotechnical testing services in support of the Capital Improvement Program, Small Construction Projects, and Maintenance Projects during the planning, design, and construction of facilities both inside the plants and for the collection systems. RELEVANT STANDARDS • Ensure the public's money is wisely spent PROBLEM The Sanitation District has a need for on-call materials testing, inspection, and geotechnical testing services. Currently, the Sanitation District has contracts with three firms that provide these services. The current contracts are expiring and a Request for Proposal (RFP) was issued to provide continuance of these services. PROPOSED SOLUTION The Sanitation District advertised a RFP on August 7, 2018 and nine proposals were received. Based on the Sanitation District's standard evaluation process and pursuant to government codes, staff recommends approval of the Professional Services Agreements with Ninyo & Moore; SCST, Inc.; and Koury Engineering & Testing, Inc. Page 1 of 3 TIMING CONCERNS The current contracts will be expiring and the budgets expended. Delaying the new contracts will prevent the use of these services to support Collection System and Treatment Plant projects. RAMIFICATIONS OF NOT TAKING ACTION Increased risk in construction quality concerns and code compliance in supporting the Capital Improvement Program, Small Construction Projects, and Maintenance Projects. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION The proposed Professional Services Agreements shall cover a three-year period. The recommended contract amounts are based on average of the number and type of test and inspections utilized over the past three years, and the anticipated needs going forward for the next three years. Staff will use these Consultants on an as-needed basis only. The total agreement cost is not guaranteed, nor is it paid to the Consultant if their services are not used. Staff Evaluation of Proposals: The nine received proposals were evaluated on three predefined and equally weighted criteria: 1. Approach and Understanding of the Scope of Work 2. Staff Qualifications 3. Related Project Experience Page 2 of 3 The evaluation team reviewed and ranked the received proposals as follows: PROPOSAL EVALUATION SCORES Proposer Rank Ninyo & Moore 1 SCST, Inc. 2 Koury Engineering & Testing, Inc. 3 Converse Consultants 4 MTGL, Inc. 5 Wood Environmental & Infrastructure, Inc. 6 AESCO, Inc. 7 California Testing & Inspections 8 Sequoia Consultants Non-responsive The fee proposals for the top selected firms were opened on October 3, 2018 and the rates were reviewed for general conformance and found to be acceptable. Contracts are recommended to be awarded to Ninyo & Moore; SCST, Inc.; and Koury Engineering & Testing, Inc. each for an amount not to exceed $300,000. CEQA This is not a project as defined by the California Environmental Quality Act (CEQA), therefore CEQA does not apply. FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. These funds are included in the individual project budgets that require these services. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Professional Services Agreements DF:TC:dm:gc Page 3 of 3 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1st day of May, 2019, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and NINYO & MOORE, for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for Materials Testing, Inspection, and Other Geotechnical Testing Services for the SANITATION DISTRICT's Capital Improvement Program, Facilities Engineering, Operations, And Maintenance Projects, PSA2019-003; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on February 27, 2019 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional 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, and 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 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 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 highest industry standards for clarity, uniformity, and completeness. PSA -1- PSA2019-003 Revision 080118 C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its 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, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Three Hundred Thousand Dollars ($300,000), 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. B. Other Direct Costs Refer to attachment "K" Allowable Direct Costs for payment information. 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. PSA -2- PSA2019-003 Revision 080118 4. PAYMENT A. CONSULTANT will submit monthly or periodic statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this AGREEMENT and shall be prepared by CONSULTANT and accompanied by such supporting data, including: • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the SANITATION DISTRICT's Inspector approving the day's work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. B. 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 Audit Provisions stated herein below. C. 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. D. 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. E. 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 each task order. F. 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. G. 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 PSA -3- PSA2019-003 Revision 080118 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. H. 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. I. A CONSULTANT, Subconsultant or Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT, 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 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. J. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services under this AGREEMENT will exceed seventy-five percent (75%) of the not-to-exceed amount of the AGREEMENT, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's requests for payment. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this AGREEMENT. 5. PREVAILING WAGES To the extent CONSULTANT and its Subconsultant(s) and/or Subcontractor(s) intends to utilize employees who will perform work during the contract, 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. PSA -4- PSA2019-003 Revision 080118 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees, Subconsultants and/or Subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(3). 7. AGREEMENT TERM The services provided under this AGREEMENT shall be for the period of three (3) years, commencing on May 1, 2019 and continuing through April 30, 2022. 8. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to tests, inspections, reports, original plans, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of PSA -5- PSA2019-003 Revision 080118 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. 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 deliverables where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 9. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by PSA -6- PSA2019-003 Revision 080118 SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in form acceptable to the SANITATION DISTRICT. F. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this Paragraph. If PSA -7- PSA2019-003 Revision 080118 the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this AGREEMENT. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of (ISO Forms) CG 2010 1001 and CG 2037 1001 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. PSA -8- PSA2019-003 Revision 080118 • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or PSA -9- PSA2019-003 Revision 080118 eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 10. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 11. PROJECT TEAM AND SUBCONSULTANTS AND SUBCONTRACTORS — Note Used 12. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants and/or Subcontractors are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 13. 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. PSA -10- PSA2019-003 Revision 080118 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. 14. 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 and/or Subcontractors 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. 15. 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: Clarice Marcin, Senior Contracts Administrator Copy: Bill Gilbert, Project Manager PSA -11- PSA2019-003 Revision 080118 CONSULTANT: Ninyo & Moore 475 Goddard, Suite 200 Irvine, CA 92618 Attention: Kurt S. Yoshii 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. 16. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in NOTICES above. 17. 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. 18. 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. 19. 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. PSA -12- PSA2019-003 Revision 080118 20. 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. 21. 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. 22. 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). 23. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or PSA -13- PSA2019-003 Revision 080118 (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. 24. 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. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. PSA -14- PSA2019-003 Revision 080118 26. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty (30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: i. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the AGREEMENT Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final AGREEMENT Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or AGREEMENT with, the CONSULTANT's request for final AGREEMENT Acceptance. 27. ENTIRE AGREEMENT This AGREEMENT constitutes the entire understanding and AGREEMENT between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA -15- PSA2019-003 Revision 080118 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By David John Shawver Date Board Chairman By Kelly A. Lore Date Clerk of the Board NINYO & MOORE By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Manager ATTACHMENTS: Attachment "A" Scope of Work Attachment "D" Fee Schedule Form Attachment "J" OCSD Safety Standards Attachment "K" Allowable Direct Costs CM:ms PSA -16- PSA2019-003 Revision 080118 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1st day of May, 2019, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and SCST, INC., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for Materials Testing, Inspection, and Other Geotechnical Testing Services for the SANITATION DISTRICT's Capital Improvement Program, Facilities Engineering, Operations, And Maintenance Projects, PSA2019-003; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on February 27, 2019 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional 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, and 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 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 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 highest industry standards for clarity, uniformity, and completeness. PSA -1- PSA2019-003 Revision 080118 C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its 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, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Three Hundred Thousand Dollars ($300,000), 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. B. Other Direct Costs Refer to attachment "K" Allowable Direct Costs for payment information. 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. PSA -2- PSA2019-003 Revision 080118 4. PAYMENT A. CONSULTANT will submit monthly or periodic statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this AGREEMENT and shall be prepared by CONSULTANT and accompanied by such supporting data, including: • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the SANITATION DISTRICT's Inspector approving the day's work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. B. 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 Audit Provisions stated herein below. C. 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. D. 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. E. 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 each task order. F. 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. G. 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 PSA -3- PSA2019-003 Revision 080118 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. H. 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. I. A CONSULTANT, Subconsultant or Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT, 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 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. J. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services under this AGREEMENT will exceed seventy-five percent (75%) of the not-to-exceed amount of the AGREEMENT, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's requests for payment. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this AGREEMENT. 5. PREVAILING WAGES To the extent CONSULTANT and its Subconsultant(s) and/or Subcontractor(s) intends to utilize employees who will perform work during the contract, 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. PSA -4- PSA2019-003 Revision 080118 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees, Subconsultants and/or Subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(3). 7. AGREEMENT TERM The services provided under this AGREEMENT shall be for the period of three (3) years, commencing on May 1, 2019 and continuing through April 30, 2022. 8. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to tests, inspections, reports, original plans, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of PSA -5- PSA2019-003 Revision 080118 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. 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 deliverables where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 9. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by PSA -6- PSA2019-003 Revision 080118 SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in form acceptable to the SANITATION DISTRICT. F. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this Paragraph. If PSA -7- PSA2019-003 Revision 080118 the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this AGREEMENT. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of (ISO Forms) CG 2010 1001 and CG 2037 1001 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. PSA -8- PSA2019-003 Revision 080118 • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or PSA -9- PSA2019-003 Revision 080118 eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 10. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 11. PROJECT TEAM AND SUBCONSULTANTS AND SUBCONTRACTORS — Note Used 12. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants and/or Subcontractors are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 13. 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. PSA -10- PSA2019-003 Revision 080118 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. 14. 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 and/or Subcontractors 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. 15. 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: Clarice Marcin, Senior Contracts Administrator Copy: Bill Gilbert, Project Manager PSA -11- PSA2019-003 Revision 080118 CONSULTANT: SCST, Inc. 1600 Dove Street, Suite 400 Newport Beach, CA 92660 Attention: Neal W. Clements 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. 16. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in NOTICES above. 17. 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. 18. 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. 19. 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. PSA -12- PSA2019-003 Revision 080118 20. 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. 21. 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. 22. 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). 23. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or PSA -13- PSA2019-003 Revision 080118 (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. 24. 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. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. PSA -14- PSA2019-003 Revision 080118 26. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty (30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: i. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the AGREEMENT Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final AGREEMENT Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or AGREEMENT with, the CONSULTANT's request for final AGREEMENT Acceptance. 27. ENTIRE AGREEMENT This AGREEMENT constitutes the entire understanding and AGREEMENT between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA -15- PSA2019-003 Revision 080118 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By David John Shawver Date Board Chairman By Kelly A. Lore Date Clerk of the Board SCST, INC. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Manager ATTACHMENTS: Attachment "A" Scope of Work Attachment "D" Fee Schedule Form Attachment "J" OCSD Safety Standards Attachment "K" Allowable Direct Costs CM:ms PSA -16- PSA2019-003 Revision 080118 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 1st day of May, 2019, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and KOURY ENGINEERING & TESTING, INC., for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a CONSULTANT for Materials Testing, Inspection, and Other Geotechnical Testing Services for the SANITATION DISTRICT's Capital Improvement Program, Facilities Engineering, Operations, And Maintenance Projects, PSA2019-003; and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on February 27, 2019 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional 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, and 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 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 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 highest industry standards for clarity, uniformity, and completeness. PSA -1- PSA2019-003 Revision 080118 C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its 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, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Three Hundred Thousand Dollars ($300,000), 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. B. Other Direct Costs Refer to attachment "K" Allowable Direct Costs for payment information. 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. PSA -2- PSA2019-003 Revision 080118 4. PAYMENT A. CONSULTANT will submit monthly or periodic statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this AGREEMENT and shall be prepared by CONSULTANT and accompanied by such supporting data, including: • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the SANITATION DISTRICT's Inspector approving the day's work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. B. 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 Audit Provisions stated herein below. C. 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. D. 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. E. 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 each task order. F. 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. G. 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 PSA -3- PSA2019-003 Revision 080118 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. H. 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. I. A CONSULTANT, Subconsultant or Subcontractor shall be deemed to have submitted a false claim when the CONSULTANT, 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 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. J. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services under this AGREEMENT will exceed seventy-five percent (75%) of the not-to-exceed amount of the AGREEMENT, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's requests for payment. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this AGREEMENT. 5. PREVAILING WAGES To the extent CONSULTANT and its Subconsultant(s) and/or Subcontractor(s) intends to utilize employees who will perform work during the contract, 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. PSA -4- PSA2019-003 Revision 080118 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees, Subconsultants and/or Subcontractors who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to SANITATION DISTRICT and/or general public upon request, provided the public request is made through SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(3). 7. AGREEMENT TERM The services provided under this AGREEMENT shall be for the period of three (3) years, commencing on May 1, 2019 and continuing through April 30, 2022. 8. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to tests, inspections, reports, original plans, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of PSA -5- PSA2019-003 Revision 080118 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. 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 deliverables where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 9. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by PSA -6- PSA2019-003 Revision 080118 SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. D. Automotive/Vehicle liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in form acceptable to the SANITATION DISTRICT. F. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this Paragraph. If PSA -7- PSA2019-003 Revision 080118 the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this AGREEMENT. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of (ISO Forms) CG 2010 1001 and CG 2037 1001 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. PSA -8- PSA2019-003 Revision 080118 • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, Div. 260, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or PSA -9- PSA2019-003 Revision 080118 eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs Liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 10. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 11. PROJECT TEAM AND SUBCONSULTANTS AND SUBCONTRACTORS — Note Used 12. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants and/or Subcontractors are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 13. 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. PSA -10- PSA2019-003 Revision 080118 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. 14. 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 and/or Subcontractors 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. 15. 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: Clarice Marcin, Senior Contracts Administrator Copy: Bill Gilbert, Project Manager PSA -11- PSA2019-003 Revision 080118 CONSULTANT: Koury Engineering & Testing, Inc. 14280 Euclid Avenue Chino, CA 91710 Attention: Bridget Sherman 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. 16. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in NOTICES above. 17. 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. 18. 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. 19. 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. PSA -12- PSA2019-003 Revision 080118 20. 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. 21. 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. 22. 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). 23. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or PSA -13- PSA2019-003 Revision 080118 (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. 24. 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. 25. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. PSA -14- PSA2019-003 Revision 080118 26. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty (30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT'S submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: i. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT'S cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the AGREEMENT Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final AGREEMENT Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or AGREEMENT with, the CONSULTANT's request for final AGREEMENT Acceptance. 27. ENTIRE AGREEMENT This AGREEMENT constitutes the entire understanding and AGREEMENT between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA -15- PSA2019-003 Revision 080118 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By David John Shawver Date Board Chairman By Kelly A. Lore Date Clerk of the Board KOURY ENGINEERING & TESTING, INC. By Date By Date ORANGE COUNTY SANITATION DISTRICT By Marc Dubois Date Contracts, Purchasing and Materials Management Manager ATTACHMENTS: Attachment "A" Scope of Work Attachment "D" Fee Schedule Form Attachment "J" OCSD Safety Standards Attachment "K" Allowable Direct Costs CM:ms PSA -16- PSA2019-003 Revision 080118 OPERATIONS COMMITTEE Meeting Date To Dir. 02/06/19 02/2/27/19 AGENDA REPORT Item Number Item Number 6 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: CEQA — FACILITIES MASTER PLAN, PROJECT NO. PS17-08 GENERAL MANAGER'S RECOMMENDATION A. Approve a Professional Services Agreement with Dudek to provide environmental services for the preparation of a California Environmental Quality Act compliance document for the Facilities Master Plan, Project No. PS17-08, for an amount not to exceed $812,709; and B. Approve a contingency of $81,270 (10%). BACKGROUND The Orange County Sanitation District (Sanitation District) has managed its Capital Improvement Program through the preparation and implementation of master plans. The Sanitation District recently completed a 2017 Facilities Master Plan (FMP), Project No. PS15-10, which identifies 83 capital projects addressing Plant No.1, Plant No. 2, Joint Facilities, and Collections. It was determined a Program Environmental Impact Report would be the appropriate document for the FMP to meet the California Environmental Quality Act (CEQA) requirements. RELEVANT STANDARDS • Public Resources Code 21000 et. seq. • CA Government Code 4526: Select the "best qualified firm" and "negotiate fair and equitable fees" • Meet CEQA standards PROBLEM State law requires that the Sanitation District conduct a review of environmental impacts per the CEQA requirements prior to committing to a project, such as preparing detailed designs or performing construction. A full CEQA evaluation is therefore needed for each Sanitation District Project identified in the Facilities Master Plan prior to implementation. PROPOSED SOLUTION Perform a CEQA evaluation and prepare a Program Environmental Impact Report to document environmental concerns and develop mitigation measures for this program. Page 1 of 4 TIMING CONCERNS The schedule driver of this environmental review is to identify and disclose the environmental impacts of these projects prior to starting final design. RAMIFICATIONS OF NOT TAKING ACTION The 2017 Facilities Master Plan cannot be implemented without complying with CEQA. PRIOR COMMITTEE/BOARD ACTIONS December 2017 - Adopted Resolution No. OCSD 17-16 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District Adopting the 2017 Facilities Master Plan as the Orange County Sanitation District's New Master Plan for Future Capital Planning and Repealing Resolution No. OCSD 09-18." ADDITIONAL INFORMATION Consultant Selection The Sanitation District requested and advertised for proposals on September 27, 2018. The following evaluation criterion were described in the Request for Proposals (RFP) and used to determine the most qualified consultant. CRITERION WEIGHT Project Understanding and Approach 40% Related Project Experience 25% Project Team and Staff Qualifications 35% Four proposals were received on October 30, 2018 and evaluated in accordance with the evaluation process set forth in the Sanitation District Board of Directors' Purchasing Ordinance OCSD-52, by a pre-selected Evaluation Team consisting of the following Sanitation District's staff: Dean Fisher Engineering Manager Adam Nazaroff Engineering Supervisor Kevin Hadden Principal Staff Analyst Daisy Covarrubias Senior Staff Analyst Jennifer Cabral Public Affairs Supervisor The Evaluation Team also included two non-voting representatives from the Contracts Administration Division. Following scoring by the Evaluation Team, the top two Consultants were shortlisted for interviews on December 12, 2018. Following the interview, each member of the Evaluation Team ranked the consultants based on both the proposals and interviews Page 2 of 4 using the evaluation criteria and weighting described above. Based on the ranking shown below, Dudek was selected as the most qualified Consultant. TABLE 1 PROPOSAL EVALUATION* Consultant Dudek ESA Evaluator Evaluator 1 1St 2nd Evaluator 2 1St 2nd Evaluator 3 1St 2nd Evaluator 4 1St 2nd Evaluator 5 1St 2nd Combined Ranking 1St 2nd Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals. In accordance with the Sanitation District Ordinance No. OCSD-52, the fee proposal of only the highest ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee's recommendation. Staff conducted negotiations with Dudek to clarify the requirements of the Scope of Work, the assumptions to be used for the estimated level of effort, and the level of design detail required to meet the goals and objectives for the project. Original Fee Proposal Negotiated Fee Total Hours 5,743 4,717 Total Fee $966,505 $812,709 In evaluating whether the fee proposal was fair and reasonable, the following factors were considered: • The number of projects to receive project level CEQA analysis was locked in at 30. This allowed Dudek to remove previous contingencies. • The Sanitation District's needs regarding the areas of environmental analysis and where the level of detail can be reduced. • The Consultant's fringe and overhead costs, which factor into the billing rate, are reasonable and in the range of rates that are within similar agreements. The Page 3 of 4 contract profit is 9.03%, which is based on the Sanitation District's standard design agreements. Based on the above, staff has determined that the final negotiated fee is fair and reasonable for the level of effort required for this project and recommends award of the Professional Services Agreement to Dudek. CEQA This contract is to meet the CEQA requirements for the subject program. FINANCIAL CONSIDERATIONS This complies with the authority levels in the Sanitation District's Purchasing Ordinance. Budget for the project, CEQA — Facilities Master Plan, Project No. PS17-08, is included in Master Planning Studies, Fiscal Years 2018-19 and 2019-20, Budget Section 8, Page 51. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Professional Services Agreement • PowerPoint Presentation - Operations Committee Meeting of February 6, 2019 AN:KH:sa:gc Page 4 of 4 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, is made and entered into to be effective the 27t" day of February, 2019, by and between the ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as "SANITATION DISTRICT", and DUDEK, for purposes of this AGREEMENT hereinafter referred to as "CONSULTANT". The SANITATION DISTRICT and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the SANITATION DISTRICT desires to engage a consultant for CEQA Facilities Master Plan, Project No. PS17-08, to provide professional engineering services and environmental services to develop a CEQA Program Environmental Impact Report for the SANITATION DISTRICT 2017 Facilities Master Plan (FMP); and, WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and, WHEREAS, the SANITATION DISTRICT has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and, WHEREAS, at its regular meeting on February 27, 2019 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this AGREEMENT between the SANITATION DISTRICT and CONSULTANT. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this AGREEMENT, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this AGREEMENT. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this AGREEMENT, including the work performed by its Subconsultants. Where approval by the SANITATION DISTRICT is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. 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 PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 1 of 19 SANITATION DISTRICT. All comments from the SANITATION DISTRICT, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e. correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of the SANITATION DISTRICT and/or does not conform to the requirements of this AGREEMENT or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. The SANITATION DISTRICT may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using the SANITATION DISTRICT CAD Manual. Conversion of CADD work from any other non-standard CADD format to the SANITATION DISTRICT format shall not be acceptable in lieu of this requirement. Electronic files shall conform to the SANITATION DISTRICT specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of the SANITATION DISTRICT. Electronic files shall be subject to an acceptance period of 30 calendar days during which the SANITATION DISTRICT shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to the SANTITATION DISTRICT. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this AGREEMENT, are for the sole use of the SANITATION DISTRICT, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of the SANITATION DISTRICT. This provision does not apply to information that (a)was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by the SANITATION DISTRICT, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by the SANITATION DISTRICT. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for services in accordance with the following provisions: PSA PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 2 of 19 A. Total Compensation Total compensation shall be in an amount not to exceed Eight Hundred Twelve Thousand Seven Hundred and Nine Dollars ($812,709). Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s) fees and costs shall not exceed the sum set forth in Attachment "E" - Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits) actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of the SANITATION DISTRICT, CONSULTANT shall provide the SANITATION DISTRICT with certified payroll records of all employees' work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, the SANITATION DISTRICT shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment "E" - Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, the SANITATION DISTRICT shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment "E" - Fee Proposal. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment "E" - Fee Proposal. PSA PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 3 of 19 For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per Attachment "J" — Minor Subconsultant Hourly Rate Schedule and as specified in the Scope of Work. The SANITATION DISTRICT shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment "E" - Fee Proposal. F. Direct Costs The SANITATION DISTRICT shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment "E" - Fee Proposal. The SANITATION DISTRICT shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of the SANITATION DISTRICT. Upon request, CONSULTANT shall provide to the SANITATION DISTRICT receipts and other documentary records to support CONSULTANT's request for reimbursement of these amounts, see Attachment "D" - Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 - COMPENSATION above. G. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications in scope of work resulting from field investigations and field work required by Contract. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to attachment "D" Allowable Direct Costs for payment information. H. Reimbursable Direct Costs The SANITATION DISTRICT will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment "D" - Allowable Direct Costs to this AGREEMENT. The reimbursement of the above mentioned expenses will be based on an "accountable plan" as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a "per diem" component approved by IRS. The most recent schedule of the per diem rates utilized by the SANITATION DISTRICT can be found on the U.S. General Service Administration website at http://www.gsa.gov/portal/category/l 04711#. The CONSULTANT shall be responsible for the most economical and practical means of management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. The SANITATION DISTRICT shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or"per diem" as deemed the most practical. CONSULTANT shall be responsible for returning to the SANITATION DISTRICT any excess reimbursements after the reimbursement has been paid by the SANITATION DISTRICT. PSA PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 4 of 19 Travel and travel arrangements—Any travel involving airfare, overnight stays or multiple day attendance must be approved by the SANITATION DISTRICT in advance. Local Travel is considered travel by the CONSULTANT within the SANITATION DISTRICT geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging — Overnight stays will not be approved by the SANITATION DISTRICT for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of the SANITATION DISTRICT based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of the SANITATION DISTRICT. Travel Meals — Per-diem rates as approved by IRS shall be utilized for travel meal reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment "D" -Allowable Direct Costs of this AGREEMENT. I. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT's Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the AGREEMENT, including approved additional compensation, CONSULTANT shall notify the SANITATION DISTRICT immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of the SANITATION DISTRICT's authorized representative shall be at CONSULTANT's own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT's invoice and monthly progress report. Failure to notify the SANITATION DISTRICT that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this AGREEMENT. 3. REALLOCATION OF TOTAL COMPENSATION The SANITATION DISTRICT, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased. PSA PROJECT NO. PS17-08 Revision 080118 CEQA- FACILITIES MASTER PLAN Page 5 of 19 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to the SANITATION DISTRICT. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by the SANITATION DISTRICT. CONSULTANT understands that submitted costs are subject to Section 12 -Audit Provisions. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by the SANITATION DISTRICT. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period "total percent invoiced to date", 3) future activities, 4) previous billing period "total invoiced to date", 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by the SANITATION DISTRICT. Upon approval of such payment request by the SANITATION DISTRICT, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount. If the SANITATION DISTRICT determines that the work under this AGREEMENT or any specified project element hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by the SANITATION DISTRICT's Director of Engineering to be adequate for the protection of the SANITATION DISTRICT; or ii. The percentage of the work accomplished for each project element, The SANITATION DISTRICT may, at the discretion of the Director of Engineering, retain an amount equal to that which insures that the total amount paid to that date does not exceed the percentage of the completed work for the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this AGREEMENT for the profit as set forth in Section 2 - COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per-project-element basis. In the event the SANITATION DISTRICT's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, the SANITATION DISTRICT shall have the right to withhold any scheduled proportionate profit payment. PSA PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 6 of 19 D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this AGREEMENT, and upon acceptance of such work by the SANITATION DISTRICT, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this AGREEMENT for such work, or prior settlement upon termination of this AGREEMENT, and as a condition precedent thereto, CONSULTANT shall execute and deliver to the SANITATION DISTRICT a release of all claims against the SANITATION DISTRICT arising under or by virtue of this AGREEMENT other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act (Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to the SANITATION DISTRICT for compensation under the terms of this AGREEMENT may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of the SANITATION DISTRICT a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the SANITATION DISTRICT; (c) conspires to defraud the SANITATION DISTRICT by getting a false claim allowed or paid by the SANITATION DISTRICT; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to the SANITATION DISTRICT; or (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 intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform Work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, PSA PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 7 of 19 CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to the SANITATION DISTRICT and/or general public upon request, provided the public request is made through the SANITATION DISTRICT, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). 7. DOCUMENT OWNERSHIP — CONSULTANT PERFORMANCE A. Ownership of Documents for the Professional Services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or Professional Services, shall be the property of the SANITATION DISTRICT. The SANITATION DISTRICT's ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. The SANITATION DISTRICT ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT's Professional Services are terminated: a) by the completion of the AGREEMENT, or b) in accordance with other provisions of this AGREEMENT. Notwithstanding any other provision of this paragraph or AGREEMENT, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. PSA PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 8 of 19 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to the SANITATION DISTRICT. ii. Insurers must have an "A-" Policyholder's Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best's Guide Rating. However, the SANITATION DISTRICT will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation Insurance subject to the SANITATION DISTRICT's option to require a change in insurer in the event the State Fund financial rating is decreased below "B". Further, the SANITATION DISTRICT will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by the SANITATION DISTRICT or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this AGREEMENT. B. General Liability The CONSULTANT shall maintain during the life of this AGREEMENT, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with One Million Dollars ($1,000,000) aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability (for this AGREEMENT), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by SANITATION DISTRICT and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the General Liability policy and coverage must be reflected on the submitted Certificate of Insurance. C. Umbrella Excess Liability The minimum limits of general liability and Automotive Liability Insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automotive liability. PSA PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 9 of 19 D. Automotive/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of Automotive Liability Insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of One Million Dollars ($1,000,000) or alternatively, One Million Dollars ($1,000,000) per person for bodily injury and One Million Dollars ($1,000,000) per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by the SANITATION DISTRICT. F. Worker's Compensation Insurance The CONSULTANT shall provide such Workers' Compensation Insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including Employer's Liability Insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of the SANITATION DISTRICT. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier"SCIF" and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this AGREEMENT, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Ten Million Dollars ($10,000,000) with limits in accordance with the provisions of this Paragraph. If the policy of insurance is written on a "claims made" basis, said policy shall be continued in full force and effect at all times during the term of this AGREEMENT, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this AGREEMENT. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended "tail" coverage with the present or new carrier. PSA PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 10 of 19 In the event the present policy of insurance is written on an "occurrence" basis, said policy shall be continued in full force and effect during the term of this AGREEMENT or until completion of the services provided for in this AGREEMENT, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this AGREEMENT. CONSULTANT shall provide to the SANITATION DISTRICT a certificate of insurance in a form acceptable to the SANITATION DISTRICT indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish the SANITATION DISTRICT with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by the SANITATION DISTRICT before work commences. The SANITATION DISTRICT reserves the right to require complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required, at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 (5/2010) or equivalent. • Additional Insurance (ISO Form) CG2010 11 85 or (General Liability) The combination of (ISO Forms) CG 2010 1001 and CG 2037 1001 All other Additional Insured endorsements must be submitted for approval by the SANITATION DISTRICT, and the SANITATION DISTRICT may reject alternatives that provide different or less coverage to the SANITATION DISTRICT. • Additional Insured Submit endorsement provided by carrier for the (Auto Liability) SANITATION DISTRICT approval. • Waiver of Subrogation State Compensation Insurance Fund Endorsement No. 2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No. 2065 or equivalent. PSA PROJECT NO. PS17-08 Revision 080118 CEQA- FACILITIES MASTER PLAN Page 11 of 19 I. Cancellation Notice Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days' prior written notice. The Cancellation Section of ACORD Form 25 (5/2010) shall state the required thirty (30) days' written notification. The policy shall not terminate, nor shall it be cancelled, nor the coverage reduced until thirty (30) days after written notice is given to the SANITATION DISTRICT except for nonpayment of premium, which shall require not less than ten (10) days written notice to the SANITATION DISTRICT. Should there be changes in coverage or an increase in deductible or SIR amounts, the CONSULTANT and its insurance broker/agent shall send to the SANITATION DISTRICT a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Risk Management, and shall be received by the SANITATION DISTRICT not less than thirty (30) days prior to the effective date of the change(s) if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the SANITATION DISTRICT. J. Primary Insurance All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by the SANITATION DISTRICT shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured All liability policies shall contain a "Separation of Insureds" clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this AGREEMENT, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to the SANITATION DISTRICT on the Certificate of Insurance. All deductibles and/or self-insured retentions require approval by the SANITATION DISTRICT. At the option of the SANITATION DISTRICT, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects the SANITATION DISTRICT; or the CONSULTANT shall provide a financial guarantee satisfactory to the SANITATION DISTRICT guaranteeing payment of losses and related investigations, claim administration and defense expenses. PSA PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 12 of 19 N. Defense Costs With the exception of Professional Liability, liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant's operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, the SANITATION DISTRICT requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 9. SCOPE CHANGES In the event of a change in the Scope of Work or a change in the proposed Project, as requested by the SANITATION DISTRICT, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to any additional CONSULTANT's fees. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to SANITATION DISTRICT, prior to execution of this AGREEMENT, the names and full description of all Subconsultants and CONSULTANT's project team members anticipated to be used on this Project under this AGREEMENT by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT's Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT's project team members without prior written approval by the SANITATION DISTRICT. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this AGREEMENT, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. PSA PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 13 of 19 12. AUDIT PROVISIONS. A. SANITATION DISTRICT retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this AGREEMENT. The CONSULTANT shall include the SANITATION DISTRICT's right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. SANITATION DISTRICT retains the right to examine CONSULTANT's books, records, documents and any other evidence of procedures and practices that the SANITATION DISTRICT determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT's compliance with all requirements under this AGREEMENT during the term of this AGREEMENT and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and the SANITATION DISTRICT's policy. The CONSULTANT shall make available to the SANITATION DISTRICT for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from the SANITATION DISTRICT. Upon SANITATION DISTRICT's request, the CONSULTANT shall submit exact duplicates of originals of all requested records to the SANITATION DISTRICT. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist SANITATION DISTRICT's auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of the SANITATION DISTRICT. CONSULTANT's staff performing services under the AGREEMENT shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the AGREEMENT. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this AGREEMENT, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: PSA PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 14 of 19 ORANGE COUNTY SANITATION DISTRICT 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Attention: Clarice Marcin, Senior Contracts Administrator Copy: Adam Nazaroff, Project Manager CONSULTANT: DUDEK 27372 Calle Arroyo San Juan Capistrano, CA 92675 Attention: Rachel Struglia, Project Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other SANITATION DISTRICT staff must be approved in writing by the SANITATION DISTRICT's Project Manager prior to action from the CONSULTANT. 15. TERMINATION The SANITATION DISTRICT may terminate this AGREEMENT at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this AGREEMENT upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this AGREEMENT, when the same are due. Notice of termination shall be mailed to the SANITATION DISTRICT at the address listed in Section 14 - NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of the SANITATION DISTRICT upon the termination or completion of the work. CONSULTANT agrees to furnish to the SANITATION DISTRICT copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this AGREEMENT, which is requested in writing by the SANITATION DISTRICT. 17. COMPLIANCE CONSULTANT certifies by the execution of this AGREEMENT that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. PSA PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 15 of 19 18. AGREEMENT EXECUTION AUTHORIZATION Both the SANITATION DISTRICT and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this AGREEMENT for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this AGREEMENT, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, the SANITATION DISTRICT informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by the SANITATION DISTRICT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT's sole cost and expense and with legal counsel approved by the SANITATION DISTRICT, which approval shall not be unreasonably withheld), protect and hold harmless the SANITATION DISTRICT and all of SANITATION DISTRICT's officers, directors, employees, CONSULTANT's, and agents (collectively the "Indemnified Parties"), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses,judgments, fines, penalties, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs, and all other professional, expert or CONSULTANT's fees and costs and the SANITATION DISTRICT's general and administrative expenses; individually, a "Claim"; collectively, "Claims")which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this AGREEMENT to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT's suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: PSA PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 16 of 19 (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. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party's rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then the SANITATION DISTRICT will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT's indemnification obligation hereunder shall survive the expiration or earlier termination of this AGREEMENT until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. PSA PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 17 of 19 24. COMPLIANCE WITH SANITATION DISTRICT POLICIES AND PROCEDURES CONSULTANT shall be required to comply with all SANITATION DISTRICT policies and procedures including the OCSD Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When the SANITATION DISTRICT determines that all Work authorized under the AGREEMENT is fully complete and that the SANITATION DISTRICT requires no further work from CONSULTANT, or the AGREEMENT is otherwise terminated or expires in accordance with the terms of the AGREEMENT, the SANITATION DISTRICT shall give the Consultant written notice that the AGREEMENT will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the AGREEMENT within thirty (30) days of receipt of notice of AGREEMENT closeout. Upon receipt of CONSULTANT's submittals, the SANITATION DISTRICT shall commence a closeout audit of the AGREEMENT and will either: i. Give the CONSULTANT a final AGREEMENT Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT's cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the AGREEMENT Such support must be provided within the timeframe requested by the SANITATION DISTRICT. Notwithstanding the final AGREEMENT acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to the SANITATION DISTRICT (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the AGREEMENT which expressly or by their nature extend beyond and survive final AGREEMENT Acceptance. Any failure by the SANITATION DISTRICT to reject the work or to reject the CONSULTANT's request for final AGREEMENT Acceptance as set forth above shall not be deemed to be acceptance of the work by the SANITATION DISTRICT for any purpose nor imply acceptance of, or AGREEMENT with, the CONSULTANT's request for final AGREEMENT Acceptance. 26. ENTIRE AGREEMENT This AGREEMENT constitutes the entire understanding and AGREEMENT between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 18 of 19 IN WITNESS WHEREOF, this AGREEMENT has been executed in the name of the SANITATION DISTRICT, by its officers thereunto duly authorized, and CONSULTANT as of the day and year first above written. CONSULTANT: DUDEK By Date Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By David John Shawver Date Board Chairman By Kelly A. Lore Date Clerk of the Board By Marc Dubois Date Contracts, Purchasing and Materials Management Manager Attachments: Attachment "A" — Scope of Work Attachment "B" — Not Used Attachment "C" — Not Attached Attachment "D" —Allowable Direct Costs Attachment "E" — Fee Proposal Attachment "F" — Not Used Attachment "G" — Cost Matrix and Summary Attachment "H" — Not Attached Attachment "I" — Not Attached Attachment "J" — Not Used Attachment "K" — OCSD Safety Standards PSA PROJECT NO. PS17-08 Revision 080118 CEQA— FACILITIES MASTER PLAN Page 19 of 19 EQA — Facilities Master Plan Project No. PS17-08 W w -'R 'f Kathy Millea Engineering Manager _Tr-- Operations Committee February 6, 2019 A IT N 1 What is CEQA?. California nvironmental C uality Act Statute that requires state and local agencies to identify the significant environmental impacts of their actions and to avoid or mitigate those impacts, if feasible. *CEQA signed into law - 1970 by Gov Reagan When must OCSD consider CEQA? is Undertake an activity defined by CEQA as a "project" • A "project" is an activity which must receive some discretionary approval which may cause either a direct physical change in the environment or a reasonably foreseeable indirect change in the environment. a • Examples of "projects" IOPERATIONS roo Moao AGENDA REPORT is Build something FROM aD�H►nsrre OEe nrY N oNAFnlwe.ro Ta,aFm o-s.lw.nmr.oap.0.sqa trb carma auamlly eInn FflJi R Tho �a_ wlraa AeeMlsa c�ra SUBJECT. OCEAN OUTFALL SYSTEM RENABEITATNNJ,PROJECT NO.1117 SW^ Armonlol Bld • Fund a n activity POL C tn�..� 5 96 000,000 99.792 GENEML MA EMS RECOI�AEMDATgN PCI Cenatruabn.Me. SDES99.791 A Remove—W SN T—,ik Ram�vnsdam/v as QItlY Low Fbw FM WaL b S N 8M.000 P—Slabon.C—,M Jr.t 178. N LUS aW V.Wnl tp. $1II IW.000 UML USA Inc S1t!tpp,0p0 • Issue permit for a n activity Remrv..n I. 1. can sanMwR watr as Npx.a InNn b Awra onea Naemov O 1018. Slab remnpww awn C a amN,ft mntraa Ip M bwaet P S— odder. C. Awso a F WN P It Cmtraa b SN M Combl caan Ca1ri0Yly.Mtc.br PS No 117.fw a on CanlpeM tra tar Ra .100 Lpw Flay Punp SIYbn colraa OUFYI Lar Fbr Pulp Slsan.Cmvad Nc.J-I118.br.bW anbl.M rd b No 1111B,tma[aY IIWNIW baMaW W0200.000. eamea SW,100,000 and C[OA U :.p:novoa oonaYuam mnbrJ amtrlpsicy o18F,11800018%) M trYMY S4QI'Mtlgabp N nv, ,-p Slbn.C N No LI 1I TS sd R.P"w by BACNOROUNO PW�M.S—for M ONYI L 7-Fbr Pt,ory 51a1pn.WIRa[I No.11118.war aloplod by MBoaCan SeFeaaar,I O2 7.TMNwmaDaprminslbn was nsp wln me OnnOa T.Omni OntuSyrJmn RatrxMatinn.Pr FM,No P-.a M,npamnaee wlv lao CouItYCWMRecmErm Oaoar2.1017. mrl"17A.i tmtrmfa TM Yllapanl Fl9 Ppnlnn RalaL�lptm C-1 No.lt I7A M bcused m u1a tp'yq U'ooY.bManO etreCMVH SUM man ellluent b FBIRNCNL CONSIOBRATNRI9 M ouVM pl/IIWt7 WUms.TM a0nbea s acpovne'Aly 90S mr'CJaMe ana YNea c' eansaw. rla raper- en0 aw wp (Ir a ma (b0➢�S. TOM) Naa Esr1 MrapaYa IFgnl vas 101618 ana Z010.20 Buftel, The as W J-1178 T ca—n FIN.-M i OUMa Low FMIw Pare Sbtm. 3a tm S.Paq 97)sd br hlgpl la aMeeli for tlr nmmnwWM ar8m. Comma No.SLftn.TM mMsa Mld P taan eM W b trya0 a new OWratr— raw Pura SrSy.arxl PIS)WaM Puny SMUen b -0 Ca Oi —w ATTACNMdT ReWYrnmea sr lwn(GlYRS)aepsrt w Iat hg—.IN a bra oc.at ot,ttr tlommr m�.A .awsadawro a..r+,..w..s.aw arsR.sm nmt.�+�l •r.. $IaOari,lapaoemam a rneral aNcb.al eMcllysv,il Ya b ror Mrinbu. m uaa noNwM,ana.Manml mlela loan mnba a-saI.Y>nYly a. n , s Pw Mvy 6 Cman SrII v'l 1 P,Od 1. PWs.Xn N ao : Casauefon cantr:l Pl-tOt,Wt aae mn+areo n,o(..rraa No J-11Itl b red»re�aro —del—ry eacmc'i ft UVMTSTANOAMS VfAIRVA • CA P�C--Cole Seam 1010I B,avnra mmrlxf»n.axraa b bamt rmam—re pm.ae damr. CEQA Process Y -- CEQA Checklist ��• • 1. Aesthetics 2. Agricultural and Forest Resources � 3. Air Quality 4. Biological Resources 5. Cultural Resources 6. Geology and Soils 7. Greenhouse Gas Emissions 8. Hazards and Hazardous Materials 9. Hydrology and Water Quality 10. Land Use and Planning 11. Mineral Resources 12. Noise - 13. Population and Housing 14. Public Services 15. Recreation 16. Transportation/Traffic ' t 17. Tribal Cultural Resources 18. Utilities and Service Systems • Encourages interagency cooperation • Enhance public participation in planning process • CEQA is enforced primarily by the public Bureaucracy or Value for OCSD? Key Benefit: allows OCSD to coordinate issues with agencies & neighbors prior to design & construction Mitigation Measures examples: • Noise restrictions — construction hours, augered piles vs. hammered • Lighting requirements — avoid light exposure to neighbors • Street work — lane closure restrictions • Landscaping requirements — type and amount of trees • Nesting birds — restricts construction season • Truck haul routes — restricts residential access I Typical CEQ Notice of Exemption (NOE) Ro&pon,o►ocont~n►. �' ORANGE COUNTY Negative Declaration of Environmental Impacts SANITATION DISTRICT 1999 STRATEGIC PLAN t IV e g Dec Final Program Environmental Impact Report Mitigated Declaration of Environmental Impacts Bay Bridge , (Mitigated Neg Dec) _ Force Mains Replacement Project (Project . ENVIRONMENTAL IMPACT .,. PUBLIC REVIEW DRAFT JUNE2017 Environmental Impact Report (EIR) Programmatic Environmental Impact Report (PE Or.n9.CeuntY S.nit-on Dl.[rl.t M10-1-- lnt.rnall.nal OCSD Master Plans CIP with CEQA Collection,Treatment,and .� Disposal Facilities Master Plan Orange County Salutation District 11-1 PL.N .E.o.T sw.a.r [e«utlue Suomury ox EXECUTIVE SUMMARY ^� Feb-1999 s..�t.. a eo,e- 911 0.7 1999 2017 IF DRAFT ro c.--- ItEptHrl,FOR PROGRAM ENVIRONMENTAL IMPACT REPORT AT PLANT NO.2 on ORANGE COUNTY Collection,Treatment,and SANITATION DISTRICT Disposal Facilities Master Plan 1"9 STRATEGIC PLAN P S 17—0 8 Final Program E—ironmermai Impart Rcporr hWrch 1989 via CEQA for 2017 _ Facilities Master - ,q Plan -dW ESA PS17 =08 Scope of Work • Prepare CEQA PEIR for 2017 Facilities Master Plan • 83 projects included • Up to 30 project level analysis • All other projects at a program level • Complete 82 weeks from notice to proceed • Conduct Public outreach (Public, Other Agencies, Stakeholders, Tribes) • Meetings • Responses • Web viewer Facilities Master Plan 7mmIF' -"V7 Number of City Impacts Projects Project Costs Plant 1 FV 14 $1 .1B Plant 2 HB 24 $1 .913 Joint FV, HB 8 $0.413 Pump NB, SB, HB, CM, 14 $0.313 Stations YL, Irvine Sewer Pipes Most 23 $0.513 Total 83 $4.213 Service Area and Collections System -L, - 'i l �u~� .v SAN BERNARDINO r`J HABR I SREA � COUNTY — -- Orange County Sanitation DistrictYORBA UNDA f � —I { �.. ✓�� FULIERTIAY 1 �I y_—��-� - YORBA - `7XACEMPA UNDA COUNTY LA T BU4NA _ ' t ANAHEIV, 1 PALMA PARK 1` AN 1M :CSPRESS VLLA 5 PARK ST LOS OR GE 1- AtAMMOS — -- � GAR GR E ORANGE 7'" COUNTY SEAL. t WESMMI TER 4M REACH r! c FOUhT vALLEY TUSRN,e \'. \ r 4 REACH _ a / JRIONE COSTA MESA Proposed Project Location ! sarvioevenepraa Bwndary(479 eQWfe milery fl Rue Area(7.14) 0 Collection Arm(1,2.3.5.6,11.131 �- Pump a Lit Station(15 o1FaRB) ! •% ,'w - �' A Poreamain Trunldino(diamata in inches) •S NEWPORTG—it A'— Uninc Server d Orange(Ilan dvectim,diameter in inched BEACH t llnincaporatetl Orange County � N r Innovative Public Outreach Current • Newspaper Posting • Direct Mailings to Neighbors of Projects Proposed • Current + Web Portal • Allow public to view and interact with Information • Searchable and map-based • Direct means of communication • Public Relations potential future use Request for Proposals Four proposals received : • AECOM • Dudek • ESA • Michael Baker International Two selected for interview: • Dudek • ESA One selected as most qualified : • Dudek Recommendation Approve a Professional Services Agreement with Dudek to provide environmental services for the preparation of a California Environmental Quality Act compliance document for the Facility Master Plan, Project No. PS17-08, for an amount not to exceed $812,709; and Approve a contingency of $81 ,270 ( 10%). ■ QUESTIONS ? OPERATIONS COMMITTEE Meeting Date To Dir. 02/06/19 02/2/27/19 AGENDA REPORT Item Number Item Number 7 io Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: CAPITAL IMPROVEMENT PROGRAM CONTRACT PERFORMANCE REPORT GENERAL MANAGER'S RECOMMENDATION Receive and file the Capital Improvement Program Contract Performance Report for the period ending December 31 , 2018. BACKGROUND The Capital Improvement Program involves awarding and managing many construction and consulting contracts. In 2008, the Orange County Sanitation District (Sanitation District) Board of Directors began awarding contingencies along with construction and consulting contracts. The contingencies allow the General Manager to approve change orders for construction contracts and amendments for consulting contracts up to the amount of the approved contingency. This practice reduces administrative costs, expedites resolution of project issues that arise, helps avoid Contractor delay claims, and facilitates efficient management of many contracts. The Capital Improvement Program Contract Performance Report summarizes construction and consulting contract performance and activities for the quarter ending December 30, 2018. This report is updated quarterly. RELEVANT STANDARDS • Ensure the public's money is wisely spent ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Capital Improvement Program Contract Performance Report for the period ending December 30, 2018 • PowerPoint Presentation - Operations Committee Meeting of February 6, 2019 JM:dm:gc Page 1 of 1 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending December 31, 2018 9ojEcr/N� 7NE Ep�\Poa�,ya DATE: January 24, 2019 TO: Orange County Sanitation District Board of Directors FROM: James D. Herberg, General Manager Through: Rob Thompson, Director of Engineering This report summarizes the status, activities, and performance of public works construction contracts and consultant agreements. This report also identifies the names and status of projects being performed under master budgets for planning studies, research, small construction projects, O&M capital projects, and information technology projects. PART 1 - CONSTRUCTION CONTRACTS When the Orange County Sanitation District (Sanitation District) Board awards a construction contract, a contingency is also approved which allows the General Manager to approve contract change orders up to the amount of the contingency. One of the purposes of this report is to document how that contingency is managed and how much of the contingency is utilized. A project's change order rate can only be documented when the work is complete. As such, the change order performance charts in this report are based only on projects closed since the Board began approving contingencies in 2008. Page 1 of 6 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending December 31, 2018 9ojEcr/N 7NE Ep\Poa�,ya Activity in Last Quarter J-126JK Stairs, Hatches, Walkway Hazards, Contract Award 24-Oct-18 Ladders, Guardrails, Roof Fall Protection J-126PQ Ladders, Hatches, Roof Fall Contract Award 28-Nov-18 Protection J-117B Outfall Low Flow Pump Station Contract Award 19-Dec-18 FE15-09 CenGen Hot Water Pipe Bracing at Final Completion 13-Nov-18 Plant 1 FE16-10 East Basin Distribution Box Repair Final Completion 14-Dec-18 J-126E Roof Fall Protection and Skylights Final Completion 06-Nov-18 Page 2 of 6 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending December 31, 2018 9ojEcr/N 7NE Ep\Poa�,ya Anticipated Activity in Next Quarter FE14-05 Plant No. 1 Fleet Services UST Leak Contract Award 23-Jan-19 Remediation J-126C NFPA 820 HVAC and Electrical Contract Award 27-Mar-19 Improvements P2-98B B/C-Side Primary Clarifiers Interim Contract Award 23-Jan-19 Repair at Plant 2 FE15-10 East Lido Force Main Rehabilitation Final Completion 07-Feb-19 FE16-14 Slater Pump Station Valve Final Completion 27-Feb-19 Replacements J-126A&H Hot Surfaces Insulation P1/P2/Bay Final Completion 28-Feb-19 Bridge PS/Slater PS J-126BFG Lights, Ladder and Walkway Final Completion 28-Feb-19 Hazards J-117A Interplant Effluent Pipeline Final Completion 01-Mar-19 Rehabilitation P1-115B Rehabilitation of Fleet Services Final Completion 28-Mar-19 Building, Building 8 and Paving Area PART 2 — DESIGN CONSULTANT AGREEMENTS The Sanitation District engages design consultants through Professional Design Services Agreements (PDSAs), Professional Consultant Services Agreements (PCSAs), and Master Professional Services Agreements (Master Agreements). PDSAs are used to obtain design engineering services, and PCSAs are a subsequent agreement with the design consultant to provide support services during construction. Page 3 of 6 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending December 31, 2018 9ojEcr/N 7NE Ep\Poa�,ya Activity in Last Quarter PS16-04 Rectangular Primary Clarifier Final Study 15-Nov-18 Reliability Study at Plant No. 1 Received Anticipated Activity in Next Quarter 7-66 Sunflower and Red Hill Interceptor RFP 18-Mar-19 Repairs Advertisement J-98 Electrical Power Distribution System RFP 11-Mar-19 Improvements Advertisement P1-132 Uninterruptable Power Supply RFP 31-Jan-19 Improvements at Plant 1 Advertisement P1-133 Primary Clarifiers 6-31 Reliability RFP 05-Mar-19 Improvements at Plant No. 1 Advertisement PS17-08 CEQA - Facilities Master Plan PSA Award 27-Feb-19 PS15-06 Seismic Evaluation of Structures at Final Study 28-Feb-19 Plant Nos. 1 and 2 Received PS15-08 Collections Capacity Evaluation Final Study 30-Jan-19 Study Received PS15-02 Edinger Pump Station Final Study 07-Mar-19 Rehabilitation Study Received PS17-02 Guidelines for Development in the Final Study 15-Jan-19 Area of OCSD Facilities Received RE17-04 AquaNereda Aerobic Granular RFP 22-Mar-19 Sludge Process Advertisement Master Agreements are issued to a pool of pre-qualified consultants for smaller projects. On those smaller projects, the Sanitation District solicits task order proposals from three Page 4 of 6 "`" SA"" /°a ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending December 31, 2018 TM1,s THE E or four of the firms, and awards a task order to the most qualified consultant. There are currently seven sets of Master Agreements. • 2009 Master Design Agreements (expired) • 2012 Master Design Agreements (expired) • 2015 Master Design Agreements (expired) • 2018 Master Design Agreements • 2017 Master Agreements for CEQA Studies • 2017 Master Agreements for Collection Planning Studies • 2017 Master Agreements for Wastewater Treatment Planning Studies The three Master Design Agreements from 2009, 2012, and 2015 have expired, meaning no new task orders can be issued under them, but previously-issued task orders remain active until completed. Task Orders are limited by Sanitation District Ordinance No. OCSD-47 $300,000 per task order. PART 3 — MASTER BUDGET PROJECTS The Board-adopted budget for Fiscal Years 2018-19 and 2019-20 includes master program budgets that allow staff to more quickly initiate, execute, and manage smaller projects that fit within the scope of a particular program. The projects chartered under these program budgets are referred to as sub-projects, and are managed to the same standards as projects specifically listed in the adopted budget. A status table for each of these programs listing the sub-projects is attached. Master Program Title Status Table Planning Studies Program Table 3.1 Research Program Table 3.2 Small Construction Projects Program Table 3.3 Information Technology Capital Program Table 3.4 Operations & Maintenance Capital Program Table 3.5 Page 5 of 6 ORANGE COUNTY SANITATION DISTRICT Capital Improvement Program Contract Performance Report For the period ending December 31, 2018 9ojEcr/N 7NE Ep\Poa�,ya PART 4 — STAFF AUGMENTATION CONTRACT In May 2016, the Sanitation District Board of Directors approved a $41 million professional services agreement with Jacobs Project Management Co. to provide supplemental engineering and support staff services for a four-year term with the option of three one-year renewals. The benefits of using staff augmentation, as opposed to hiring full-time staff or limited-term employees, include rapid mobilization of highly skilled/technical staff, flexibility to change the mix of staff positions on an immediate and as-needed basis, the ability to reduce staff as workloads decrease, access to technical experts to support special tasks, and access to staff with wastewater project experience. CHARTS AND TABLES Chart 1.1 — Program Overview Chart 1.2 — Change Order Rates Over Time —All Closed Projects Chart 1.3 — Change Order Rates Over Time — Collections Projects Chart 1.4 — Change Order Rates Over Time — Plant Projects Table 1.1 — Summary of Closed Construction Contracts by Category Table 1.2 —Contract Performance — Active Construction Contracts Table 1.3 —Active Construction Contracts by Contractor Table 2.1 — Active Design Consultant Contracts by Consultant Table 2.2 — Activity Report for 2012 Master Professional Design Services Agreements Table 2.3 — Activity Report for 2015 Master Professional Design Services Agreements Table 2.4 — Activity Report for 2018 Master Professional Design Services Agreements Table 2.5 — Activity Report for 2017 Master Agreements for CEQA Studies Table 2.6 — Activity Report for 2017 Master Agreements for Collection Planning Studies Table 2.7 — Activity Report for 2017 Master Agreements for Wastewater Treatment Studies Table 3.1 — Planning Studies Status Report Table 3.2 — Research Program Status Report Table 3.3 — Small Construction Project Program Status Report Table 3.4 — Information Technology Capital Program Status Report Table 3.5 — Operations & Maintenance Capital Program Status Report Table 4.1 — Staff Augmentation Contract Status Table 4.2 — Staff Augmentation Labor Summary Page 6 of 6 Chart 1.1 Program Overview CUMULATIVE DATA THROUGH QUARTER ENDING DECEMBER 31,2018 2 QTR FY18/19 Bob" W •Collections \ •Collections p`'� ■Plant Projects •Plant Projects CLOSED PROJECTS DISTRIBUTION BY CATEGORY* ACTIVE PROJECTS DISTRIBUTION BY CATEGORY Total Base Contract Value $ 1,252,263,115 Total Base Contract Value $ 375,514,717 Collections $ 312,548,525 25.0% Collections $ 63,330,301 16.9% Plant Projects $ 939,714,590 75.0% Plant Projects $ 312,184,416 83.1% Total Base#of Contracts 73 Total Base#of Contracts 21 Collections 31 Collections 3 Plant Projects 42 Plant Projects 18 *Projects closed since 2 QTR FY07/08 Chart 1.2 Change Order Rates Over Time All Closed Projects 7.00% 6.1% 6.00% 5.7% 5.3% 5.2% 4 9%5.0% 5.00% 4.7% 4.7% 4.7%4.7% 4.8% 4.8% 4.7%5.0% 4.6% 3.8% 4.00% 3.8% 3.8% 3.8%3.8% 3.8% 3.5% 3.4% 3.5% 3.00% 2.00% Change Contracts Closed in Last Quarter Original Value Orders 1.00% FE16-05 Buried Water Valve Support o Upgrades at Plant $139,000 12.01/0 0.00% N M V ci N M c-I N M .--I N M V ci N M ci N M r-I N M r-I N M V ci N M r-I N M r-I N M V ci N O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O 00 00 00 Q1 Q1 01 Q1 O O O O ci ci r-i r-I N N N N M M M M I.!) V1 r-I r-I l0 lD ID l0 I, n n n 00 00 00 00 Q1 Q1 (7 (7 (7 (7 Cf (7 Cf Cf (7 Cf Cf (7 Cf Cf (7 Cf Cf (7 Cf Cf (7 (7 Cf (7 Cf Cf Cf C Cf C C Cf C C Cf (� (� (� (7 (7 Chart 1.3 Change Order Rates Over Time Closed Collections Projects 14.00% 12.35% 12.00% 11.19% 10.00% 9.53% 8.91% 9.08% 8.00% — 7.14% 7.14% 7.10% 6.77% 6.19% 5.88% 5.81% 6.00% 5.52% 5.51% 5.34% 5.51% 5.51% 4.00% 2.00% 0.00% N M 1:t ci N M 1:t ri N M 1:t ri N M 1:t ci N M Rt ci N M t ri N M ri N M T M V -1 N M RIci N M V ci N O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O 00 00 00 01 01 01 01 CD CD CD CDci ci ci ci N N N N M M M M � � � � V1 V1 LA un lD lD I, n n n 0000 00 00 01 01 O Ul Ql V O O O O O O O O O O O O O O O O 0 0 0 0 0 0 0 0 W Q0802 00 Q0803 Q0804 u", Q0901 Q0902 Q0903 w N Q0904 Q1001 A Q1002 0 Q1003 A Q100400 Q1101 A Q110200 0 Q1103 A Q1104 N Q1201 A Q1202 No Q1203 �' V A n Oq Q1204 \ N O Q1301 M Q1302 Ln S Q1303 3 rt Q1304 r+ r+ N Q1401 00 0 0 O o . Q1402 n Q1403 r+ N N Q1404 0 • Q1501 fD Q1502 Q1503 Q1504 Q1601 Q1602 N Q1603 0 Q1604 Q1701 Q1702 Q1703 w i� Q1704 Q1801 Q1802 Q1803 Q1804 Q1901 A Q1902 0 Table 1.1 Summary of Closed Construction Contracts by Category • Order Category Project Category Value Orders Contract Value Percentage Change Order Goal COLLECTIONS $312,548,525 $28,378,795 $340,927,320 9.08% 6.50% PLANT PROJECTS $939,714,590 $37,999,911 $977,714,501 4.04% 2.75% Total $1,252,263,115 $ 66,378,706 $1,318,641,821 5.30% 5.00% Table 1.2 Contract Performance - Active Construction Contracts Project No Construction Original Contract Approved Change Current Contract %Complete Amount Orders Amount Collections 2-72B 9% $ 58,242,000 $ - $ 58,242,000 6-17 92% $ 3,699,301 $ 344,931 $ 4,044,232 FE15-10 94% $ 1,389,000 $ - $ 1,389,000 Plant Projects FE14-03 100% $ 594,000 $ 19,739 $ 613,739 FE15-06 100% $ 909,700 $ - $ 909,700 FE15-07 37% $ 1,790,000 $ - $ 1,790,000 FE16-10 93% $ 529,350 $ - $ 529,350 FE16-14 16% $ 459,674 $ - $ 459,674 J-117A 97% $ 12,609,012 $ 606,339 $ 13,215,351 J-117B 0% $ 90,200,000 $ - $ 90,200,000 J-126AH 70% $ 452,757 $ - $ 452,757 J-126BFG 33% $ 557,759 $ - $ 557,759 J-126E 87% $ 418,000 $ - $ 418,000 J-126JK 0% $ 3,637,601 $ - $ 3,637,601 J-126L 0% $ 212,700 $ - $ 212,700 J-126PQ 0% $ 786,000 $ - $ 786,000 P1-101 97% $ 126,908,300 $ 10,091,285 $ 136,999,585 P1-115B 59% $ 2,235,563 $ 39,129 $ 2,274,692 P2-110 72% $ 16,730,000 $ 993,300 $ 17,723,300 P2-92 95% $ 49,850,000 $ 1,328,604 $ 51,178,604 P2-92A 86% $ 3,304,000 $ 224,179 $ 3,528,179 Table 1.3 Active Construction Contracts by Contractor Contractor/Project Number Project Name Current Contract Value Abhe&Svoboda, Inc. P2-118 Activated Sludge Aeration Basin Deck Repair at Plant No. 2 $ 906,975 Access Pacific J-126E Roof Fall Protection and Skylights $ 418,000 AMPCO Contracting FE16-05 Buried Water Valve Support Upgrades at Plant 2 $ 139,000 Amtek Construction J-126AH Hot Surfaces Insulation P1/P2/Bay Bridge PS/Slater PS $ 452,757 J-126BFG Lights, Ladder and Walkway Hazards $ 557,759 Charles King Company, Inc. 6-17 District 6 Trunk Sewer Relief $ 3,699,301 FE15-10 East Lido Force Main Rehabilitation $ 1,389,000 Filanc _ FE15-09 CenGen Hot Water Pipe Bracing at Plant 1 $ 94,784 Flatiron West Inc 1132-110 Consolidated Demolition and Utility Improvements at Plant 2 $ 16,730,000 Griffith Company 2-41-8 SARI Rock Stabilizers Removal $ 2,809,082 Howard Ridley Co. Inc. FE16-10 East Basin Distribution Box Repair $ 529,350 Kiewit Infrastructure West Co. 7-37 Gisler- Red Hill Trunk Improvements- Reach B $ 15,432,000 P2-92A Truck Loading Bay Odor Control at Plant 2 $ 3,304,000 Kiewit Infrastructure West. Co. FE13-04 Plant No. 2 Trickling Filter Chemical Odor Control $ - ODC Engineering and Technology P1-115B Rehabilitation of Fleet Services Building, Building 8 and Paving Area $ 2,235,563 OHL USA 2-72B Newhope-Placentia Trunk Replacement,Segment B $ 58,242,000 Table 1.3 Active Construction Contracts by Contractor Contractor/Project Number Project Name Current Contract Value Shimmick Construction Co., Inc. J-117A Interplant Effluent Pipeline Rehabilitation $ 12,609,012 P2-92 Sludge Dewatering and Odor Control at Plant 2 $ 49,850,000 Tharsos, Inc. FE14-03 Rehabilitation of Digester Mixing Pumps at P2 Digesters E, H, R, S, and T $ 594,000 Table 2.1 Active Design Consultant Contracts by Consultant Project Agreement Original Number of Amendments Number Project Name 0 Type Value Amendments To Date AECOM Technical Services,Inc. $ 20,923,626 7 $ 721,258 3-64 Rehabilitation of Western Regional Sewers PDSA $ 17,639,250 7 $ 721,258 P3-100 Digester Rehabilitation at Plant 1 PCSA $ 2,761,337 0 $ - P1-129 Return Activated Sludge Piping Replacement at Activated Sludge Plant No.1 PDSA $ 523,039 0 $ - Arcadis $ 8,677,000 2 $ 1,639,027 5-67 Bay Bridge Pump Station Replacement PDSA $ 7,137,000 1 $ 139,027 J-126 Safety Improvements Program PDSA $ 1,540,000 1 $ 1,500,000 Black&Veatch $ 18,141,423 4 $ 908,396 P2-98 Primary Treatment Rehabilitation at Plant 2 PDSA $ 18,141,423 4 $ 908,396 Brown and Caldwell $ 38,082,044 26 $ 5,776,476 5-60 Newport Force Main Rehabilitation PCSA $ 2,231,925 4 $ 839,714 J-117 Ocean Outfall System Rehabilitation PDSA $ 6,778,015 16 $ 4,405,708 J-117A Interplant Effluent Pipeline Rehabilitation PCSA $ 1,121,666 0 $ - J-124 Digester Gas Facilities Rehabilitation PDSA $ 11,770,000 0 $ - P2-107 SCADA System and Network Upgrades PDSA $ 2,818,197 6 $ 531,054 P2-92 Sludge Dewatering and Odor Control at Plant 2 PCSA $ 4,798,328 0 $ - J-117B Outfall Low Flow Pump Station PCSA $ 8,563,913 0 $ - Carollo Engineers $ 21,847,762 8 $ 2,695,126 P3-105 Headworks Rehabilitation and Expansion at Plant 1 PDSA $ 17,528,957 3 $ 2,486,715 P1-123 Trunk Line Odor Control Improvements PCSA $ 529,970 0 $ - PS15-10 2017 Facilities Master Plan PSA $ 3,132,052 5 $ 208,411 RE17-02 Biogas Scrubber Evaluation PSA $ 656,783 0 $ - CDM Smith $ 5,319,930 0 $ - P2-122 Headworks Modifications at Plant 2 for GWRS Final Expansion PDSA $ 5,319,930 0 $ - Geosyntec Consultants $ 2,578,028 1 $ 85,358 PS15-06 Seismic Evaluation of Structures at Plant Nos.1 and 2 PSA $ 2,578,028 1 $ 85,358 Hazen and Sawyer $ 697,952 0 $ - SP-152 Climate Change Impact Study PSA $ 697,952 0 $ HDR Engineering,Inc. $ 19,057,648 7 $ 3,251,999 FE16-11 Lane Channel Crossing PDCSSA $ 131,939 0 $ - P3-101 Sludge Dewatering and Odor Control at Plant 1 PCSA $ 7,140,000 3 $ 2,086,303 P1-128 Headquarters Complex,Site and Security,and Entrance Realignment Program PDSA $ 11,785,709 4 $ 1,165,696 Kennedy/Jenks Consultants _ $ 695,000 0 $ - P2-124 Interim Food Waste Receiving Facility PDSA $ 695,000 0 $ - Lee&Ro $ 11,722,178 5 $ 434,974 2-72 Newhope-Placentia Trunk Replacement PDSA $ 8,468,232 4 $ 434,974 2-72 Newhope-Placentia Trunk Replacement PCSA $ 3,253,946 1 $ - Table 2.1 Active Design Consultant Contracts by Consultant Project Agreement Original Number of Amendments IL Number Project Name Type Value Amendments To Date Lockwood,Andrews&Newnam,Inc(LAN) $ 505,042 0 $ - PS15-02 Edinger Pump Station Rehabilitation Study PSA $ 505,042 0 $ - LSAASSOCIATESINC $ 420,927 1 $ - P1-128 Headquarters Complex,Site and Security,and Entrance Realignment Program PSA $ 420,927 1 $ - MICHAEL BAKER INTERNATIONAL,INC. $ 930,429 1 $ 54,839 2-41-8 SARI Rock Stabilizers Removal PCSA $ 215,129 0 $ - PS16-01 Stormwater Master Plan PSA $ 715,300 1 $ 54,839 PM Web Inc $ 1,022,500 2 $ 79,525 J-128 Project Management Information System PSA $ 1,022,500 2 $ 79,525 Stantec Consulting Services,Inc. _ $ 9,815,880 5 $ (697,689) 3-62 Westminster Blvd Force Main Replacement PDSA $ 6,917,175 5 $ (697,689) P2-110 Consolidated Demolition and Utility Improvements at Plant 2 PCSA $ 1,499,839 0 $ - SP-196 Process Control Systems Upgrades Study PSA $ 1,398,866 0 $ - THE AUSTIN COMPANY $ 2,806,622 6 $ 549,321 P3-115 Title 24 Access Compliance and Building Rehabilitation Project PDSA $ 2,200,000 6 $ 549,321 P1-115 Title 24 Access Compliance and Building Rehabilitation Project PCSA $ 606,622 0 $ - Woodard&Curran $ 3,092,675 3 $ 19,372 6-17 District 6 Trunk Sewer Relief PCSA $ 290,000 1 $ - PS15-08 Collections Capacity Evaluation Study PSA $ 2,802,675 2 $ 19,372 Table 2.2 Activity Report for 2012 Master Professional Design Services Agreements Firm Task Order Status PROJECT TITLE/DESCRIPTION FY12-13 FY13-14 FY14-15 FE13-02, Repairs to Bar Screen at D Headworks at $ 27,980.00 12-00-01-01 Closed P2 FE13-02 Amendment No. 1 $ 9,200.00 FE13-02 Amendment No.2 $ 6,770.00 FR12-035, Edinger Pump Station Record Drawing LEE &RO, INC 12-00-01-02 Closed Preparation $ 42,511.00 PO#104615-OB FR12-035 Amendment No. 1 $ 10,455.00 Contract No. FE12-00-01 12-00-01-03 Closed FE13-01, (5-60)Newport Force Main Rehabilitation $ 74,600.00 FE13-01 5-60 Amendment No. 1 $ 24,943.00 FR13-020, Plant No. 2 Gas Compressor Building Piping Replacement $ 68,917.00 12-00-01-04 Open FR13-020 Amendment No. 1 $ 30,568.00 FIR 13-020 Amendment No. 2 $ 25,896.00 CUMULATIVE $ 43,950.00 $ 152,509.00 $ 125,381.00 12-00-02-01 Closed FE12-06,84-inch P2 PI Line for Dist. Box B Rehab. $ 64,095.00 and Flow Meter Structure Aban.CLOSED DUDEK&ASSOCIATES, INC. FE09-04, P1 Potable Water System Improvements $ 50,472.00 PO#104616-OB 12-00-02-02 Closed Contract No. FE12-00-02 FE09-04 Amendment No. 1 $ 13,320.00 12-00-02-03 Closed FE14-04, Primary Influent Channels Repair at Plant 1 $71,841.00 CUMULATIVE $ 64,095.00 $ 63,792.00 $ 71,841.00 FR12-003,Warner Avenue Manholes Structural $ 42,081.00 RMC WATER AND ENVIRONMENT 12-00-03-01 Closed Repair Project PO#104611-OB FR12-003 Amendment No. 1 $ 24,739.00 Contract No. FE12-00-03 12-00-03-02 Closed FR13-012,Santa Ana River Interceptor $ 56,404.00 CUMULATIVEI $ 66,820.00 1 $ 56,404.00 1 $ - Table 2.2 Activity Report for 2012 Master Professional Design Services Agreements Firm Task Order Status PROJECT TITLE/DESCRIPTION FY12-13 FY13-14 FY14-15 TRAN CONSULTING ENGINEERS 12-00-04-01 Closed FR12-012,Slater Ave VFD Replacement $ 39,963.00 PO#104617-OB Contract No. FE12-00-04 FR12-012 Amendment No. 1 $ 26,968.00 CUMULATIVE $ 66,931.00 $ - $ - FE10-19, Landscaping and Miscellaneous $ 74,957.00 RBF CONSULTING Improvements Along Ellis Avenue PO#104626-OB 12-00 05-01 Closed FE10-19 Amendment No.1 $ 12,295.00 Contract No. FE12-00-05 FE10-19 Amendment No.2 $ 5,876.00 CUMULATIVE $ 93,128.00 $ 12-00-06-01 Closed FR12-030, P2 Solids Loading Station Truck Loading $ 15,935.00 Auger Access FE12-05, 15th St, Rocky Point and Bitter Point Pump IDS GROUP $ 40,575.00 PO#104614-OB 12-00-06-02 Closed Station Fall Protection Improvements Contract No. FE12-00-06 FE12-05 Amendment No. 1 $ 2,330.00 12-00-06-03 Closed FE12-10, IT Server Room Cooling Improvements $ 43,470.00 12-00-06-04 Closed FE14-01, Plant 1 Primary Sludge Handling $6,200.00 Modifications CUMULATIVE $ 58,840.00 $ 43,470.00 $ 6,200.00 PSOMAS 12-00-07-01 Closed FE12-02, P1 Hazardous Waste Storage Relocation $ 51,400.00 PO#104610-OB Contract No. FE12-00-07 CUMULATIVE1 $ 51,400.00 1 $ - $ - Table 2.2 Activity Report for 2012 Master Professional Design Services Agreements Firm Task Order Status PROJECT TITLE/DESCRIPTION FY12-13 FY13-14 FY14-15 FE10-21,Area 02 Craig Regional Park Manhole $ 58,440.00 12-00-08-01 Open Improvements FE10-21 Amendment No. 1 $ 18,780.00 FE10-21 Amendment No. 2 $ 22,780.00 GHD 12-00-08-02 Closed FE12-07, Upgrade PLC Panels at P1 and P2- $ 69,840.00 PO#104612-OB FE13-04, Plant 2 Trickling Filter Odor Control System $ 74,910.00 Contract No. FE12-00-08 Upgrade 12-00-08-03 Open FE13-04 Amendment No. 1 $ 9,635.00 FE13-04 Amendment No. 2 $ 14,455.00 FE13-04 Amendment No. 3 $ 24,235.00 FE13-04 Amendment No.4 $ 11,095.00 CUMULATIVE $ 169,840.00 $ - $ 134,330.00 RMS ENGINEERING &DESIGN, INC. 12-00-09-01 Closed FE12-08, P2 TF/SC Blower Insultation Modifications $ 57,351.00 PO#104625-OB Contract No. FE12-00-09 FE12-08 Amendment No. 1 $ 27,390.00 CUMULATIVE $ - $ 84,741.00 $ - HARRIS AND ASSOCIATES PO#104613-OB Contract No. FE12-00-10 CUMULATIVE $ - $ - $ - TOTAL $ 615,004.00 $ 400,916.00 $ 337,752.00 Table 2.3 Activity Report for 2015 Master Professional Design Services Agreements Firm Task Order Status Project Title/Description FY15-16 FY16-17 FY17-18 FE14-05, Plant No. 1 Fleet Services UST Leak $86,116.00 FE15-00-01-01 Open Remediation DUDEK FE14-05 Amendment No. 1 $53,137.00 Purchase Order No. 105435OB FE14-05 Amendment No. 1 $20,000.00 Contract No. FE15-00-01 FE15-00-01-02 Open FE15-09, CenGen Hot Water Pipe Bracing at P1 $146,516.00 FE15-00-01-03 Open FE16-14, Slater Pump Station Valve Replacements $175,500.00 FISCAL YEAR TOTAL $159,253.00 $146,516.00 $175,500.00 LEE & RO, INC. No task orders issued Purchase Order No. 105436OB Contract No. FE15-00-02 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 GHD, INC. No task orders issued Purchase Order No. 105469OB Contract No. FE15-00-03 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 FE15-00-04-01 Open PS17-02Guidelines for Development in the Area of $93,186.61 AECOM OCSD Facilities Purchase Order No. 105440OB Contract No. FE15-00-04 FISCAL YEAR TOTAL $0.00 $0.00 $93,186.61 HAZEN AND SAWYER No task orders issued Purchase Order No. 105451 OB Contract No. FE15-00-05 FISCAL YEAR TOTALI $0.00 $0.00 $0.00 Table 2.3 Activity Report for 2015 Master Professional Design Services Agreements Firm Task Order Status Project Title/Description FY15-16 FY16-17 FY17-18 FE15-00-06-01 Open PS16-04, Rectangular Primary Clarifier Reliability $156,518.00 RMC WATER AND ENVIRONMENT Study at Plant 1 Purchase Order No. 105441 OB Contract No. FE15-00-06 FISCAL YEAR TOTAL $0.00 $0.00 $156,518.00 PROJECTLINE TECHNICAL FE15-00-07-01 Closed FE15-02, Plant No. 2 Control Center Server Room $83,624.00 SERVICES, INC. HVAC Upgrade Purchase Order No. 105452OB Contract No. FE15-00-07 FISCAL YEAR TOTAL $83,624.00 $0.00 $0.00 TAIT&ASSOCIATES, INC. No task orders issued Purchase Order No. 105449OB Contract No. FE15-00-08 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 BEYAZ& PATEL, INC. No task orders issued Purchase Order No. 105445OB Contract No. FE15-00-09 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 IDS GROUP, INC. No task orders issued Purchase Order No. 105437OB Contract No. FE15-00-10 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 KLEINFELDER, INC. No task orders issued Purchase Order No. 105433OB Contract No. FE15-00-11 FISCAL YEAR TOTALI $0.00 1 $0.00 1 $0.00 Table 2.3 Activity Report for 2015 Master Professional Design Services Agreements Firm Task Order Status Project Title/Description FY15-16 FY16-17 FY17-18 RMS ENGINEERING &DESIGN, INC. FE15-00-12-01 Open FE16-10, East Basin Distribution Box Repair $79,990.00 Purchase Order No. 105439OB Contract No. FE15-00-12 FISCAL YEAR TOTAL $0.00 $79,990.00 $0.00 TOTAL $242,877.00 $226,506.00 $425,204.61 Table 2.4 Activity Report for 2018 Master Professional Design Services Agreements Firm Task Order Status Project Title/Description FY18-19 FY19-20 FY20-21 No Task Orders Issued to Date AECOM Contract No. FE18-00-01 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Black&Veatch Contract No. FE18-00-02 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Dudek Contract No. FE18-00-03 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date GHD Contract No. FE18-00-04 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date HDR Engineering Contract No. FE18-00-05 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date IDS Group Contract No. FE18-00-06 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Infrastructure Engineering Contract No. FE18-00-07 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Michael Baker International Contract No. FE18-00-08 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 TOTAL $0.00 $0.00 $0.00 Table 2.5 Activity Report for 2017 Master Agreements for CEQA Studies Firm Task Order Status Project Title/Description FY18-19 FY19-20 FY20-21 No Task Orders Issued to Date HDR Engineering CEQA PLAN2017-01 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Michael Baker International CEQA PLAN2017-02 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Helix Environmental CEQA PLAN2017-03 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date ESA CEQA PLAN2017-04 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date AECOM CEQA PLAN2017-05 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date LSA CEQA PLAN2017-06 FISCAL YEAR TOTAL $0.00 $0.00 $0.00 TOTALI $0.00 $0.00 $0.00 Table 2.6 Activity Report for 2017 Master Agreements for Collection Planning Studies Firm Task Order Status Project Title/Description FY17-18 FY18-19 FY19-20 No Task Orders Issued to Date Brown and Caldwell PLAN2017-01 (Collections) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date AECOM PLAN2017-02 (Collections) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date HDR Engineering PLAN2017-03 (Collections) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Dudek PLAN2017-04(Collections) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Woodard and Curran PLAN2017-05(Collections) FISCAL YEAR TOTALI $0.00 $0.00 1 $0.00 TOTALI $0.00 1 $0.00 1 $0.00 Table 2.7 Activity Report for 2017 Master Agreements for Wastewater Treatment Studies Firm Task Order Status Project Title/Description FY18-19 FY19-20 FY20-21 No Task Orders Issued to Date Brown and Caldwell PLAN2017-01 (Wastewater) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 Spill Prevention, Control, and Countermeasure Plan $28,216.00 AECOM 2017-02-01WW Open for Sludge Dewatering and Odor Control at Plant 1 PLAN2017-02 (Wastewater) Amendment No. 1 $10,935.00 FISCAL YEAR TOTAL $39,151.00 $0.00 $0.00 No Task Orders Issued to Date HDR Engineering PLAN2017-03 (Wastewater) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Dudek PLAN2017-04(Wastewater) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 No Task Orders Issued to Date Woodard and Curran PLAN2017-05(Wastewater) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 TOTAL $39,151.00 $0.00 $0.00 Table 3.1 Planning Studies Status Report Project Number Project Name Status Allocated Budget PSIS-01 PS15-01 Biosolids Master Plan Close-Out $ 4,000,000 PS15-02 PSIS-02 Edinger Pump Station Rehabilitation Study Project Develop. $ 971,000 PS15-06 PS15-06 Seismic Evaluation of Structures at Plant Nos. 1 and 2 Project Develop. $ 3,860,000 PS15-07 PSIS-07 Pressurization and Odor Control Study at Newport Beach Closed $ 344,145 PS15-08 PS15-08 Collections Capacity Evaluation Study Project Develop. $ 3,682,000 PS15-10 PS15-10 2017 Facilities Master Plan Project Develop. $ 4,150,000 PS16-01 PS16-01 Stormwater Master Plan Project Develop. $ 1,415,700 PS16-02 PS16-02 SCE Feed Reliability Improvements Study Project Develop. $ 293,000 PS16-04 PS16-04 Rectangular Primary Clarifier Reliability Study at Plant No. 1 Project Develop. $ 420,000 PS17-01 PS17-01 Fire Flow Testing at Plant No. 1 Cancelled $ 28,043 PS17-02 PS17-02 Guidelines for Development in the Area of OCSD Facilities Project Develop. $ 176,000 PS17-03 PS17-03 Active Fault Location Study at Plant No. 2 Project Develop. $ 1,121,000 PS17-04 PS17-04 Office Workspace Study for Plant No 1 and 2 Project Develop. $ 77,000 PS17-08 PS17-08 CEQA- Facilities Master Plan Project Develop. $ 448,000 PS17-09 PS17-09 Calibration of Plant 1/Plant 2 InfoWorks Hydraulic Model Close-Out $ 40,000 PS17-10 PS17-10 Emergency Overflow Weirs,Wing Wall Structural and Geotechnical Project Develop. $ 357,000 PS18-01 PS18-01 Asset Management Plan Development Project Develop. $ 420,000 PS18-02 PS18-02 Bushard Diversion Structure Rehabilitation Study Project Develop. $ 96,000 PS18-05 PS18-05 Plant No. 2 Future Site Plan Development Project Develop. $ 193,000 PS18-07 PS18-07 ASCE Review of CIP Program Preliminary Des. $ 50,000 Grand Total $ 22,141,888 Total Chartered Project 20 Board Approved Program Budget $ 28,652,000 Remaining Unallocated Budget $ 6,510,112 Table 3.2 Research Program Status Report Project Number Project Name Status Allocated Budget RE17-01 RE17-01 Operational Research Technical Support FY18-19 Project Develop. $ 650,000 RE17-02 RE17-02 Biogas Scrubber Evaluation Project Develop. $ 865,000 RE17-03 RE17-03 Reliant Wet Well Wizard Test Project Develop. $ 74,000 RE17-04 RE17-04 AquaNereda Aerobic Granular Sludge Process Project Develop. $ 242,000 RE17-05 RE17-05 Organica FCR Process Project Develop. $ 242,000 RE17-06 RE17-06 TWAS Pump Reliability Improvement Trials at Plant No. 2 Closed $ 8,392 RE17-07 RE17-07 Super Oxygenation System Research at Seal Beach Pump Station Project Develop. $ _ 80,000 Grand Total $ 2,161,392 Total Chartered Project 7 Board Approved Program Budget $ 8,500,000 Remaining Unallocated Budget $ 6,338,608 Table 3.3 Small Construction Projects Program-Status Report Project Number Project Name Status Allocated Budget FE10-21 FE10-21 Area 02 Craig Regional Park Manhole Improvements Design $ 1,359,000 FE12-10 FE12-10 IT Server Room Cooling Improvements Closed $ 956,086 FE13-04 FE13-04 Plant No.2 Trickling Filter Chemical Odor Control Close-Out $ 4,730,000 FE14-03 FE14-03 Rehabilitation of Digester Mixing Pumps at P2 Digesters E,H,R,S,;Close-Out $ 1,360,000 FE14-05 FE14-05 Plant No.1 Fleet Services UST Leak Remediation Design $ 1,487,311 FE15-01 FE15-01 Fullerton Creek Channel Crossing Close-Out $ 90,000 FE15-06 FE15-06 Gas Compressor Building Piping Replacement at Plant 2 Close-Out $ 3,924,000 FE15-07 FE15-07 Secondary Treatment and Plant Water VFD Replacement at Plant 1 Construction $ 3,319,600 FE15-09 FE15-09 CenGen Hot Water Pipe Bracing at Plant 1 Construction $ 425,000 FE15-10 FE15-10 East Lido Force Main Rehabilitation Construction $ 2,628,000 FE16-01 FE16-01 Big Canyon Nature Park Improvements Closed $ 29,915 FE16-02 FE16-02 Jamboree Sewer Realignment at Big Canyon Closed $ 54,434 FE16-05 FE16-05 Buried Water Valve Support Upgrades at Plant 2 Construction $ 500,000 FE16-06 FE16-06 Fuel Cell Facilities Demolition Design $ 520,000 FE16-08 FE16-08 Carbon Canyon Clay Pipe Repairs Close-Out $ 1,131,000 FE16-10 FE16-10 East Basin Distribution Box Repair Construction $ 1,021,960 FE16-11 FE16-11 Lane Channel Crossing Design $ 500,000 FE16-12 FE16-12 Garfield Road Perimeter Security Fence Close-Out $ 90,000 FE16-13 FE16-13 Collections Infrastructure Relocation at Plant 2,Phase 1B Close-Out $ 120,000 FE16-14 FE16-14 Slater Pump Station Valve Replacements Bid and Award $ 1,050,000 FE17-01 FE17-01 Carbon Canyon Pipeline Sag Repairs Design $ 783,000 FE17-03 FE17-03 Battery Storage System at Plant No.1 Project Develop. $ 571,000 FE17-04 FE17-04 Storm Water Compliance Improvements at 3 Pump Stations Cancelled $ 8,929 FE17-05 FE17-05 Plant 1 ICS Network Extension Design $ 950,000 FE17-06 FE17-06 Tustin Ave Manhole and Pipe Repair Project Develop. $ 273,000 FE17-07 FE17-07 Fruit Street Trunk Sewer Relocation-OC Streetcar Project Develop. $ 334,000 FE17-08 FE17-08 Big Canyon Trunk Sewer Realignment-BCCC Maintenance Yard Project Develop. $ 130,000 FE18-01 FE18-01 Interim Relocation to 18350 Mt.Langley Project Develop. $ 665,000 FE18-02 FE18-02 Jamboree Sewer Transfer Preliminary Des. $ 300,000 FE18-03 FE18-03 Building 6 Staff Consolidation Not Authorized $ - FE18-04 FE18-04 Activated Sludge Basin Lighting Repair at Plant No.2 Project Develop. $ 1,600,000 FE18-06 FE18-06 Instrument Air Compressors Replacement at Plant Nos.1 and 2 Cei Not Authorized $ - FE18-07 FE18-07 Pump Station Electrical Bypass Improvements Not Authorized $ - FE18-08 FE18-08 West Trunk Bypass Sewer Realignment Project Develop. $ 98,000 FE18-10 FE18-10 Langley HVAC Replacement and Upgrades Project Develop. $ - Grand Total $ 31,009,235 Total Chartered Project 33 Board Approved Program Budget $ 55,000,000 Remaining Unallocated Budget $ 23,990,765 Table 3.4 Information Technology Capital Program Status Report Project Number Project Name Status Allocated Budget IT16-03 IT16-03 Plant 2 Internet Connection Active $ 50,000 IT16-05 IT16-05 Plant 2 Radio Repeater Upgrade Active $ 35,000 IT16-06 IT16-06 Network Equipment 2016-17 Active $ 44,302 IT16-07 IT16-07 Server Replacement and Obsolescence Active $ 337,332 IT16-08 IT16-08 IT Security 2016-17 Active $ 164,912 IT16-09 IT16-09 iPACS Enhancements Active $ 85,000 IT16-10 IT16-10 LIMS Compliance Improv Project Active $ 490,000 IT16-11 IT16-11 Business Continuity Plan Active $ 490,000 IT17-01 IT17-01 VMWare Active $ 416,968 IT17-02 IT17-02 Upgrade Active Directory Directory to 2016 Active $ 56,000 IT17-03 IT17-03 Upgrade ShoreTel System Server Active $ 199,644 IT17-04 IT17-04 PCI Improvements Active $ 131,093 IT17-05 IT17-05 Conference Room Monitor Upgrade Active $ 127,896 IT17-06 IT17-06 Printer Obsolescence Active $ 371,207 IT17-07 IT17-07 Safety Management Suite Active $ 170,077 IT17-08 IT17-08 Perimeter Physical Security Im Active $ 170,077 IT17-09 IT17-09 MYOCSD Redesign Active $ 170,077 IT17-10 IT17-10 Electronic Operator Round Form Active $ 170,077 IT17-11 IT17-11 P2 Radio Repeater Active $ 170,077 IT17-12 IT17-12 Sever/Network Power Improvements Active $ 90,000 IT17-13 IT17-13 Graphric Workstations for PAO Active $ 15,000 IT17-14 IT17-14 Specialized Application Programing&Support Active $ 600,000 IT17-15 IT17-15 Data Storage Replac/Obsolescens Active $ _ 600,000 Grand Total $ 5,154,739 Total Chartered Project 23 Board Approved Program Budget $ 10,000,000 Remaining Unallocated Budget $ 4,845,261 Table 3.5 Operations & Maintenance Capital Program Status Report Project Number Project Name Status Allocated Budget FR00001 SALS Hidrostal Pump Open $ 250,000 FR00002 New Chopper Pump at Digester P,Plant 2 Cancelled $ 200,000 FR00003 Rehab Clarifiers 4&5 at Plant 1 Open $ 450,000 FR00006 PEPS No.4 Submersible Replacement Open $ 30,000 FR00007 P1,M&D Structure:Concrete&Rebar Repairs to 2 Existing Airbase Sluice Gates Cancelled $ 180,000 FR00008 Rag Bin Ramp Retrofit Open $ 20,000 FR00009 P2 Remove&Replace Disgester Mixing Pumps at Digesters R,S,T,E&H Cancelled $ 950,000 FR00010 Toshiba Breaker Replacement Open $ 190,000 FR00011 Westside PS Impeller&Liner Replacement Open $ 75,000 FR00012 P2 Primary Scum Pumps Cancelled $ 58,360 FYE Small Cap FYE 14/15 Small Cap Replac(Ops charges to CIP) Closed $ 1,398,500 Replac SC15-01 Replace Intercom at P2 Main Gate Cancelled $ 12,000 SC15-02 SALS Vibration Monitoring Server Closed $ 17,000 SC15-03 Installing Card Readers in Men's Locker Rooms Cancelled $ 40,000 SC15-04 Replace CEMS(emissions monitoring)System Closed $ 54,057 SC16-01 Maintenance Storage Area Tool Cage P2 Open $ 9,572 SC17-01 CenGen#1 Elevator Rehabilitation Open $ 180,000 SC17-02 P1 CenGen Plant Water Piping Rehabilitation Open $ 250,000 SC17-03 P1 P2 CenGen Oil Lube Platform Open $ 61,000 SC17-04 P1 CenGen 12KV Circuit Breaker Replacement Open $ 220,000 SC17-05 Hidrostal Pump-TEFC Close Coupled Motor#2(Pump for SALS) Open $ 261,260 SC17-06 P1 Lab UPS System Replacement Open $ 290,294 SC18-01 P1 Primary Clarifier Fall Protection Improvements Open $ 50,000 SC18-02 Joint Cen Gen Oil Centrifuge Heater&Controls Rehabilitation(MP-18) Open $ 120,000 SC18-03 P1 SALS Main Duty Pump&Motor&Installation-Remaining 2(MP-524) Open $ 500,000 SC18-04 Edinger UPS Replacement(MP-444) Open $ 15,000 SC18-05 Improvements to P1 Laboratory Boilers-New Burners(MP-485) Open $ 311,000 SC18-06 Pump Station Bypass Parts-Procurement(MP-426) Open $ 500,000 SC18-07 Power Building 5 12kv Switchgear Replacement Pending $ 1,000,000 SC18-08 MacArthur Pump Station-FM Valve Replacement Open $ 55,109 SC18-09 Admin Bldg UPS System Replacement Open $ 185,000 Grand Total $ 7,933,152 Total Chartered Project 31 Board Approved Program Budget $ 15,622,000 Remaining Unallocated Budget $ 7,688,848 Table 4.1 Staff Augmentation Contract Status Total Fees Time Contract $41,000,000 86 months (1) Actuals to Date $13,741,711 34% 32 months 37% Remaining $27,258,289 66%1 54 months 63% 111 Assuming three 1-year extensions Table 4.2 Staff Augmentation Labor Summary This Quarter Inception to Date Labor Hours 12,434 102,358 Full Time Equivalents 27.6 21.3 Labor Costs (no expenses) $1,412,025 $13,419,057 Average Hourly Rate $114 $131 50 "''� �''� *• `' •� :'! `` �y �}'� <<1s,►.tiff Capital Improvement Program Contract Performance Report February 6, 2019 Contents • Construction Contracts • Design Consultant Agreements • Master Budget Projects • Staff Augmentation Contract Active Contracts by Contractor / Consultant Table 1.3 Active Construction Contracts by Contractor Contractor/Project Number Project Name Current Contract Construction Contracts Value Abhe&SVOboda,Inc. By Contractor P2-118 Activated Sludge Aeration Basin Deck Repair at Plant No.2 $ 906,975 Access J 126E Pacific Roof Fall Protection and Skylights $ 418,0D0 See Ta b I e 1.3 AMPCO Contracting FE16-05 Buried Water Valve Support Upgrades at Plant 2 $ 139,000 Amtek Construction J-126AH Hot Surfaces Insulation PS/P2/Bay Bridge PS/Slater PS $ 452,757 1-126BFG Lights,Ladder and Walkway Hazards $ 557,759 Charles King Company,Inc. 6-17 District 6 Trunk Sewer Relief $ 3,699,301 FE15-10 East Lido Force Main Rehabilitation $ 1,389,0D0 Filanc FEIS-09 CenGen Hot Water Pipe Bracing at Plant 1 $ 94,784 Table 2.1 Active Design Consultant Contracts by Consultant Project Project Name Agreement Original Number of Amendments Number Type Value Amendments To Date AECOM Technical Services,Inc. $ 20,923,626 7 $ 721,2SB 344 Rehabilitation of Western Regional Sewers PDSA $ 12,761,337 7 $ 721,25- Design Consultant Contracts P3-100 Digester Rehabilitation at Plant 1 PCSA $ 2,761,337 0 $ - PI-129 Return Activated Sludge Piping Replacement at Activated Sludge Plant No.1 PDSA $ 523,039 0 $ - Arndls $ 7, 7,000 2 $ 1,39,027 By Consultant 5-67 Bay Bridge Pump Station Replacement PDSA $ ,13137,000 1 $ 139,027 J-126 Safety Improvements Program PDSA $ 1,540,000 1 $ I,So0,000 Black&Veatch $ 18,141,423 4 $ %M,396 P2-98 Primary Treatment Rehabilitation at Plant 2 PDSA $ 19,141,423 4 $ 908,396 See Ta b I e 2.1 Brown and Caldwell $ 38,082,044 26 $ 5,776,476 5-60 Newport Force Main Rehabilitation PCSA $ 2,231,925 4 $ 839,714 J-117 Ocean Outfall System Rehabilitation PDSA $ 6,778,015 16 $ 4,405,708 J-117A Interplant Effluent Pipeline Rehabilitation PCSA $ 1,121,666 0 $ - J.124 Digester Gas Facilities Rehabilitation PDSA $ 11,770,000 0 $ - P2-107 SCADA System and Network Upgrades PDSA $ 2,818,197 6 $ 531,054 P2-92 Sludge Dewatering and Odor Control at Plant 2 PCSA $ 4,798,328 0 $ - J-1176 Outfall Low Flow Pump Station PCSA $ 8,563,913 0 $ - Contract Performance Active Construction Contracts Table 1.2 Contract Performance -Active Construction Contracts OriginalProject No Construction Orders%Complete Amount cwkcd ns 2-72B 9% $ 58,242,000 $ - $ 58,242,000 6-17 92% $ 3,699,301 $ 344,931 $ 4,044,232 FE15-10 94% $ 1,389,000 $ - $ 1,389,000 Plant Projects FE14-03 100% $ 594,000 $ 19,739 $ 613,739 FE15-06 100% $ 909,700 $ - $ 909,700 FE15-07 37% $ 1,790,000 $ - $ 1,790,000 FE16-10 93% $ 529,350 $ - $ 529,350 FE16-14 16% $ 459,674 $ - $ 459,674 1-117A 97% $ 12,609,012 $ 606,339 $ 13,215,351 J-117B 0% $ 90,200,000 $ - $ 90,200,000 J-126AH 70% $ 452,757 $ - $ 452,757 1-126BFG 33% $ 557,759 $ - $ 557,759 1-126E 87% $ 418,000 $ - $ 418,000 1-126JK 0% $ 3,637,601 $ - $ 3,637,601 J-126L 0% $ 212,700 $ - $ 212,700 J-126PQ 0% $ 786,000 $ - $ 786,000 P1-101 97% $ 126,908,300 $ 10,091,285 $ 136,999,585 PI-115B 59% $ 2,235,563 $ 39,129 $ 2,274,692 P2-110 72% $ 16,730,000 $ 993,300 $ 17,723,300 P2-92 95% $ 49,850,000 $ 1,328,604 $ 51,178,604 P2-92A 86% $ 3,304,000 $ 224,179 $ 3,528,179 See Table 1.2 Change Order Rates Over Time Chart 1.2 Change Order Rates Over Time All Closed Projects 53% 5.2% / s.o% 5.00% %' 4.7% 4.7% 4.7;o4.7Yo4.7% U% 454: 4.6Y. 3.8% 4.00% 3.8%3.BY. 3.85e 35% 3AY. 3.5% 3.00% 2.00% Note: Contracts closed this quarter are listed on this graph Change Contracts Closed in Last Quarter Original Value Orders 1.00% FE16-05 Buried Water Valve Support $139,000 12.01% Upgrades at Plant o.00% N T Q N N M Q 0 N 0 O N f+l O N T O 0 N 0 0 0 N 0 O N T Q N 0 C 0 C 0 N 0 V 0 N pOp pOp pOp pO� pO� pO� pO� O O O O O O O O O O O ryO O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O .N-� N .�-1 .M-1 .�-� N .a-. N N .N-1 .�-1 eN-1 ems-. .ni .�i Or10 d Cl d CI U U U U U U U U U U U U d U U C C U U U U U U U U U U U U Cr U U U 8 U U U 0 U U U See Chart 1.2 Master Consultant Agreements • Master Design Agreements • 2009 (expired) Table2.7 Activity Report for 2017 Master Agreements for Wastewater Treatment Studies Firm • 2012 (expired) Brown and Caldwell Task Order Status Project t cription FY18-19 FY19-20 FY20-21 No Task Orders Issuedd Date to Date PLAN2017-01(Wastewater) • 2 015 (expired) FISCAL YEAR TOT 0.00 Spill Prevention,Control,and Countermeasure Plan $2821800 AECOM 2017-02-01 W W Open for Sludge Dewatering and Odor Control at Plant 1 PLAN2017-02(Wastewater) Amendment No.1 $10935.00 • 2018 (active) FISCAL YEAR TOTAL $39 151.00 $0.00 $0.00 No Task Orders Issued to Date HDR Engineering PLAN2017-03(Wastewater) FISCAL YEAR TOTAL $0.00 $0.00 $0.00 Studies l • V t u d i e s No Task Orders Issued to Date • 2017 CEQA Studies • 2018 Planning Studies — Collections • 2017 Planning Studies — Wastewater Treatment List of Projects Under Master Budgets W� BudgetPage . • Planning Studies $55,000,000 51 Table 3.1 Research $8,500,000 49 Table 3.2 Small Construction Projects $55,000,000 47 Table 3.3 Information Technology $10,000,000 48 Table 3.4 Operations and Maintenance Capital $15,622,000 50 Table 3.5 Table 3.3 Small Construction Projects Program - Status Report Project Number Project Name Status Allocated Budget FEIO-21 FE10-21 Area 02 Craig Regional Park Manhole Improvements Design S 1,359,000 FE12-10 FE12-10 IT Server Room Cooling Improvements Closed S 956,086 FEH-04 FE13-04 Plant No.2 Trickling Filter Chemical Odor Control Close-Out S 4,730,000 FE14-03 FE14-03 Rehabilitation of Digester Mixing Pumps at P2 Digesters E, H,R,S,�Close-Out S 1,360,000 FE14-OS FE14-05 Plant No. 1 Fleet Services UST Leak Remediation Design S 1,487,311 FEL"l FE15-01 Fullerton Creek Channel Crossing Close-Out S 90,000 Staff Contract • Jacobs Project Management • May 2016 to June 2020 • To June 2023 with three 1-year renewals) Table 4.1 Staff Augmentation Contract Status Total Fees Time Contract $41,000,000 86 months (1) Actuals to Date $13,741,711 34% 32 months 37% Remaining $27,258,289 66% 54 months 63% (1)Assuming three 1-year extensions Table 4.2 Staff Augmentation Labor Summary This Quarter Inception to Date Labor Hours 12,434 102,358 Full Time Equivalents 27.6 21.3 Labor Costs (no expenses) $1,412,025 $13,419,057 Average Hourly Rate $114 $131 Questions ?. ADMINISTRATION COMMITTEE Meeting Date To Bd. of Dir. 02/13/19 02/27/19 AGENDA REPORT Item Number Item Number 2 11 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: DESIGNATION OF APPLICANT'S AGENT FOR DISASTER RELIEF GENERAL MANAGER'S RECOMMENDATION Adopt Resolution No. OCSD 19-01, entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District authorizing the General Manager, or either one of the Assistant General Managers, to Execute State Office of Emergency Services and/or Federal Emergency Management Agency Documents and Relevant Permit Applications for Present and Future Disaster Relief Applications; and Repealing Resolution No. OCSD 16-08." BACKGROUND Situations which result in Orange County being declared a state or federal disaster area can offer the opportunity for the Orange County Sanitation District (Sanitation District) to apply for State and Federal emergency grant funding to reimburse expenses for related repairs and activities. Such reimbursements are overseen by the California Governor's Office of Emergency Services and/or the Federal Emergency Management Agency. RELEVANT STANDARDS • Government Code: P.L. 93-288 as Amended by the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988 • California Disaster Assistance Act PROBLEM The current Resolution authorized the General Manager and designees who have since retired from the Sanitation District to apply for State and Federal Assistance. The authorized agents must be updated on the Resolution. PROPOSED SOLUTION Staff seeks a Board resolution authorizing the General Manager, and either Assistant General Manager, as agents, to apply for funds on behalf of the Sanitation District. This designation remains in effect for three years from the date of the resolution. Page 1 of 2 TIMING CONCERNS Although the three years has not expired, the Sanitation District should immediately update the resolution due to retirements of the previously authorized individuals. In qualifying emergency situations, the Sanitation District has applied for, and has been granted funds in the past. With this resolution in place, staff can respond quickly to secure available funds should another emergency occur. RAMIFICATIONS OF NOT TAKING ACTION Should another qualifying emergency occur without a current resolution in place, the Sanitation District may not be granted or able to secure available funds. PRIOR COMMITTEE/BOARD ACTIONS May 2016 - Adopted Resolution OCSD 16-08 Authorizing the General Manager or Designee to Execute State Office of Emergency Services and/or Federal Emergency Management Agency Documents and Relevant Permit Applications for Present and Future Disaster Relief Applications; and Repealing Resolution No. OCSD 16-05. ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Resolution No. OCSD 19-01 • Designation of Applicant's Agent Resolution for Non-State Agencies (Cal OES 130) Page 2 of 2 RESOLUTION NO. OCSD 19-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT AUTHORIZING THE GENERAL MANAGER OR EITHER ASSISTANT GENERAL MANAGER TO EXECUTE STATE OFFICE OF EMERGENCY SERVICES AND/OR FEDERAL EMERGENCY MANAGEMENT AGENCY DOCUMENTS AND RELEVANT PERMIT APPLICATIONS FOR PRESENT AND FUTURE DISASTER RELIEF APPLICATIONS; AND REPEALING RESOLUTION NO. OCSD 16-08 WHEREAS, Orange County Sanitation District 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, on January 28, 1998, the Joint Boards of Directors of the County Sanitation Districts of Orange County (CSDOC), predecessor to the Orange County Sanitation District (Sanitation District), adopted a State resolution entitled "Designation of Applicant's Agent Resolution for Non-State Agencies" authorizing the General Manager, the Director of Human Resources or the Manager of Safety and Emergency Response to execute and file documents to the Office of Emergency Services for the purposes of obtaining certain federal financial assistance under P.L. 93-288 as amended by the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988, and/or state financial assistance under the Natural Disaster Assistance Act; and WHEREAS, on March 23, 2011, the Board of Directors of the Orange County Sanitation District adopted Resolution OCSD 11-03, which authorized the General Manager or designee to execute State Office of Emergency Services and/or Federal Emergency Management Agency Documents and relevant permit applications for present and future disaster relief applications; and WHEREAS, on May 25, 2016, the Board of Directors of the Orange County Sanitation District adopted Resolution OCSD 16-08, which authorized the General Manager or designee to execute State Office of Emergency Services and/or Federal Emergency Management Agency Documents and relevant permit applications for present and future disaster relief applications; and WHEREAS, the Board of Directors has considered the recommendation of staff to authorize the General Manager, and either Assistant General Manager to sign FEMA/Cal OES applications, claims and other related documents for the purpose of obtaining certain OCSD 19-01-1 federal assistance under P.L. 93-188 as amended by the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988, and/or state financial assistance under the California Disaster Assistance Act. NOW THEREFORE, the Board of Directors of the Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE AND ORDER: 1. The General Manager, or either one of the Assistant General Managers, are hereby designated as the agent for Orange County Sanitation District and authorized to sign FEMA/Cal OES application(s), claims and other related documents for the purpose of obtaining certain federal assistance under P.L. 93-188 as amended by the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988, and/or state financial assistance under the California Disaster Assistance Act. 2. Cal OES Form 130, the Designation of Applicant's Agent Resolution for Non-State Agencies (Exhibit "A") will be executed and submitted with Resolution No. OCSD 19-XX; and 3. Resolution No. OCSD 16-08 adopted by the Board of Directors of the Orange County Sanitation District on May 25, 2016 is hereby repealed in its entirety. PASSED AND ADOPTED at a regular meeting of the Board of Directors of the Orange County Sanitation District held February 27, 2019. David John Shawver Board Chairman ATTEST: Kelly A. Lore, MMC Clerk of the Board OCSD 19-01-2 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 19-01 was passed and adopted at a regular meeting of said Board on the 27th day of February 2019, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 27th day of February 2019. Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District OCSD 19-01-3 STATE OF CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES Cal OES ID No: Cal OES 130 DESIGNATION OF APPLICANT'S AGENT RESOLUTION FOR NON-STATE AGENCIES BE IT RESOLVED BY THE Board of Directors OF THE Orange County Sanitation District (Governing Body) (Name of Applicant) THAT General Manager ,OR (Title of Authorized Agent) Assistant General Manager, (Engineering OperationnsR& Maintenance) (Title of Authorized Agent) Assistant General Manager, (Finance & Environmental Services) (Title of Authorized Agent) is hereby authorized to execute for and on behalf of the Orange County Sanitation District ,a public entity (Name of Applicant) established under the laws of the State of California,this application and to file it with the California Governor's Office of Emergency Services for the purpose of obtaining certain federal financial assistance under Public Law 93-288 as amended by the Robert T.Stafford Disaster Relief and Emergency Assistance Act of 1988,and/or state financial assistance under the California Disaster Assistance Act. THAT the Orange County Sanitation District a public entity established under the laws of the State of California, (Name of Applicant) hereby authorizes its agent(s)to provide to the Governor's Office of Emergency Services for all matters pertaining to such state disaster assistance the assurances and agreements required. Please check the appropriate box below: X❑This is a universal resolution and is effective for all open and future disasters up to three(3)years following the date of approval below. ❑This is a disaster specific resolution and is effective for only disaster number(s) Passed and approved this 27th day of February 12019 David John Shawver, Board Chairman (Name and Title of Governing Body Representative) (Name and Title of Governing Body Representative) (Name and Title of Governing Body Representative) CERTIFICATION 1, Kelly A. Lore duly appointed and Clerk of the Board of (Name) (Title) Orange County Sanitation District ,do hereby certify that the above is a true and correct copy of a (Name of Applicant) Resolution passed and approved by the Board of Directors of the Orange County Sanitation District (Governing Body) (Name of Applicant) on the 27th day of February ,2019. Kelly A. Lore, MMC - Clerk of the Board (Signature) (Title) Cal OES 130(Rev.9/13) Page 1 STATE OF CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES Cal OES 130-Instructions Cal OES Form 130 Instructions A Designation of Applicant's Agent Resolution for Non-State Agencies is required of all Applicants to be eligible to receive funding. A new resolution must be submitted if a previously submitted Resolution is older than three(3)years from the last date of approval,is invalid or has not been submitted. When completing the Cal OES Form 130,Applicants should fill in the blanks on page 1. The blanks are to be filled in as follows: Resolution Section: Governing Body: This is the group responsible for appointing and approving the Authorized Agents. Examples include: Board of Directors,City Council,Board of Supervisors,Board of Education,etc. Name of Applicant: The public entity established under the laws of the State of California. Examples include: School District,Office of Education, City,County or Non-profit agency that has applied for the grant,such as: City of San Diego, Sacramento County,Burbank Unified School District,Napa County Office of Education,University Southern California. Authorized Agent: These are the individuals that are authorized by the Governing Body to engage with the Federal Emergency Management Agency and the Governor's Office of Emergency Services regarding grants applied for by the Applicant. There are two ways of completing this section: 1. Titles Only: If the Governing Body so chooses,the titles of the Authorized Agents would be entered here,not their names. This allows the document to remain valid(for 3 years)if an Authorized Agent leaves the position and is replaced by another individual in the same title. If"Titles Only"is the chosen method,this document must be accompanied by a cover letter naming the Authorized Agents by name and title. This cover letter can be completed by any authorized person within the agency and does not require the Governing Body's signature. 2. Names and Titles: If the Governing Body so chooses,the names and titles of the Authorized Agents would be listed.A new Cal OES Form 130 will be required if any of the Authorized Agents are replaced,leave the position listed on the document or their title changes. Governing Body Representative: These are the names and titles of the approving Board Members. Examples include: Chairman of the Board,Director, Superintendent,etc. The names and titles cannot be one of the designated Authorized Agents,and a minimum of two or more approving board members need to be listed. Certification Section: Name and Title: This is the individual that was in attendance and recorded the Resolution creation and approval. Examples include: City Clerk, Secretary to the Board of Directors,County Clerk,etc. This person cannot be one of the designated Authorized Agents or Approving Board Member(if a person holds two positions such as City Manager and Secretary to the Board and the City Manager is to be listed as an Authorized Agent,then the same person holding the Secretary position would sign the document as Secretary to the Board(not City Manager)to eliminate"Self Certification." Cal OES 130(Rev.9/13) Page 2 Serving: Orange County Sanitation District Anaheim 10844 Ellis Avenue,Fountain Valley,CA 92708 714.962.2411 • www.ocsd.com Brea Buena Park February 27, 2019 Cypress Fountain Valley TBA Fullerton Cal OES Main Office Garden Grove 3650 Schriever Avenue Mather, California 95655 Huntington Beach Irvine xxxx La Habra Please find enclosed the fully executed Designation of Applicant's Agent Resolution (Cal OES 130) which was adopted by the Orange County La Palma Sanitation District Board of Directors at the meeting held February 27, 2019. Los Alamitos The Board of Directors have designated the following: General Manager, Newport Beach James D. Herberg; Assistant General Manager, Lorenzo Tyner; and Orange Assistant General Manager, Rob Thompson to act on behalf of the Orange County Sanitation District in regard to signature of FEMA/Cal OES Placentia Applications, claims or other related documents for the purpose of obtaining Santa Ana certain federal assistance. Seal Beach If you have any questions or need any further documentation, please feel free Stanton to contact my office at (714) 593-7433. Tustin Sincerely, Villa Park County of Orange Costa Mesa Kelly A. Lore, MMC Sanitary District Clerk of the Board Midway City Sanitary District Irvine Ranch Water District Yorba Linda Water District o�JNjV SaNilgTTOH � � O c> = 9 F�rTNG '"E E Our Mission: To protect public health and the environment by providing effective wastewater collection, treatment, and recycling. ADMINISTRATION COMMITTEE Meeting Date To Bd. of Dir. 02/13/19 02/27/19 AGENDA REPORT Item Number Item Number 3 12 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: ENGINEERING AND GIS CONSULTING SERVICES. SPECIFICATION NO. CS-2018-982BD GENERAL MANAGER'S RECOMMENDATION A. Award a Professional Consultant Services Agreement to Psomas for Engineering and Consulting services, Specification No. CS-2018-982BD, for a total amount not to exceed $319,080; and B. Approve a contingency of $31,908, (10%). BACKGROUND The Facility Atlas is a Geographic information system (GIS) web application that provides a visual, map-based method for navigating to needed information related to the Orange County Sanitation District's (Sanitation District) two treatment plants. It is a dynamic and continually updated solution that requires ongoing data maintenance/data management support services to remain current and useful. Without data maintenance, the Sanitation District staff would not have the latest and most accurate facility data as changes occur within the treatment facilities. Except for ongoing updates, the Plant No. 2 GIS data is a representation of the as-built condition of the treatment plant. The quality of data throughout Plant No. 2 varies with the newer areas of the treatment plant, renovated by recent Capital Improvement Projects, in better condition than older areas that have not been renovated. It is necessary to correct the spatial accuracy and attribute information of equipment, and underground and process piping for a more accurate representation of the as-built condition of Plant No. 2. Benefits of this project include: • Improved asset management and protection • Improved process area mapping • Improved hydraulic modeling • Integration with other Sanitation District information systems. Plant No.1 was completed in-house in March 2018. The effort took two years and put the department behind schedule for updating recently completed construction projects. Page 1 of 3 RELEVANT STANDARDS • Protect Orange County Sanitation District assets • Maintain a proactive asset management program • Maintain and adhere to appropriate internal planning documents including the Facilities Master Plan • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard PROBLEM Areas within the Plant No. 2 GIS data are inaccurate and incomplete and do not accurately represent the as-built condition for the entire treatment plant. PROPOSED SOLUTION Validate and correct the spatial accuracy and attributes of the Sanitation District's process related GIS data for Plant No. 2. TIMING CONCERNS The data corrections are important for the continued support of Engineering, and Operations & Maintenance initiatives. RAMIFICATIONS OF NOT TAKING ACTION Spatially inaccurate data increases the possibility of damaging buried assets when excavating during construction projects. Inaccurate and incomplete data increase the difficulty and reduces the accuracy of hydraulic modeling efforts. Not taking this action will prevent the Sanitation District from leveraging technology to increase staff efficiency. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION On August 28, 2018, the Sanitation District issued a Request for Proposal (RFP) via PlanetBids for Engineering and GIS Consulting Services; the RFP closed on September 28, 2018. Three vendors provided a response. A panel consisting of four OCSD staff reviewed and ranked the proposals. This RFP used the individual scoring method. Evaluators discussed the relative strengths and weaknesses of the vendor's proposals in Page 2 of 3 each area. Based on the results, staff recommended awarding the Agreement to Psomas. The term of this Agreement will begin upon effective date of Notice to Proceed. Proposals were evaluated based on the following criteria: CRITERION WEIGHT Qualifications & Experience of Firm 25 Proposed Staffing & Project Organization 25 Work Plan 30 Cost 20 All proposals were accompanied by a sealed cost proposal, none of which were opened until all proposals were evaluated and a firm was selected. Below are the proposal evaluation results: Evaluator Michael Baker Psomas SPEC Services, Inc. International 1 572.5 Rank 2 600 Rank 1 480 Rank 3 2 560 (Rank 2) 640 (Rank 1) 450 (Rank 3) 3 640 (Rank 2) 652.5 (Rank 1) 560 (Rank 3) 4 625 Rank 2 667.5 Rank 1 590 Rank 3 TOTAL WEIGHTED 599.38 640.00 520.00 SCORE Rank 2 Rank 1 Rank 3 (Points)/ RANKING CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. This item has been budgeted in the FY18/19 and FY19/20 Budget, Geographic Information System SP-15, Section 8, Page 81. ATTACHMENT The following attachment(s)may be viewed on-line at the OCSD website(www.ocsd.com) with the complete agenda package: • Consultant Services Agreement Page 3 of 3 PROFESSIONAL CONSULTANT SERVICES AGREEMENT Engineering and GIS Consulting Services Specification No. CS-2018-982BD THIS AGREEMENT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OCSD") and Psomas, with a principal place of business at 3 Hutton Centre Drive, Suite 200, Santa Ana, CA 92707 (hereinafter referred to as "Consultant") collectively referred to as the "Parties". WITNESSETH WHEREAS, based on Consultant's expertise and experience, OCSD desires to temporarily engage Consultant to provide Engineering and GIS Consulting services "Services" as described in Exhibit "A"; and WHEREAS, Consultant submitted its Proposal, dated September 28, 2018; and WHEREAS, on February 27, 2019, the Board of Directors of OCSD, by minute order, authorized execution of this Agreement between OCSD and Consultant; and WHEREAS, OCSD has chosen Consultant to conduct Services in accordance with Ordinance No. OCSD-52; and NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Agreement and all exhibits hereto (called the "Agreement") is made by OCSD and the Consultant. The terms and conditions herein exclusively govern the purchase of Services as described in Exhibit "A". 1.2 Exhibits to this Agreement are incorporated by reference and made a part of this Agreement as though fully set forth at length herein. Exhibit "A" Scope of Work Exhibit "B" Proposal consisting of(in order of precedence): • Consultant's Best and Final Offer, dated December 11, 2018 • Revised Fee Proposal, submitted December 21, 2018 • Proposal (all contractual exceptions/deviations withdrawn December 21, 2018, by Consultant) Exhibit "C" Acknowledgement of Insurance Requirements Exhibit "D" OCSD Safety Standards Exhibit "E" Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this Agreement and any of the provisions of the exhibits hereto, the provisions of this Agreement shall in all respects govern and control. 1.4 This Agreement may not be modified, changed, or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both Parties. Orange County Sanitation District 1 of 10 Specification No. CS-2018-982BD Version 032018 1.5 The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any section or provision hereof. 1.6 The term "days", when used in the Agreement, shall mean calendar days, unless otherwise noted as workdays. 1.7 The term "workday". Workdays are defined as all days that are not Saturday, Sunday, or OCSD observed holidays. Meetings with OCSD staff shall be scheduled from Monday through Thursday between the hours of 8 a.m. and 4 p.m. (exception is Operations staff who maintain plant operations 24/7 and work a rotated 12-hour shift) and shall conform to OCSD work schedules. OCSD review periods shall not include OCSD observed holidays. 1.8 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.9 Work Hours: The work required under this Agreement may include normal business hours, evenings, and weekends. If working at OCSD, work schedule shall be scheduled Monday through Friday, between the hours of 7:30 a.m. and 5:30 p.m. OCSD will not pay for travel time. 1.10 Consultant shall provide OCSD with all required premiums and/or overtime work at no charge beyond the total amount of the Agreement. 1.11 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Consultant as a result of work performed in anticipation of purchases of said services by OCSD. 2. Scope of Work Subject to the terms of this Agreement, Consultant shall perform the Services identified in Exhibit "A". Consultant warrants that all of its Services shall be performed in a competent, professional, and satisfactory manner. 3. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. A review of the time required for the modification will be made by OCSD and Consultant and the Agreement period adjusted accordingly. 4. Compensation Compensation to be paid by OCSD to Consultant for the Services provided under this Agreement shall be a total amount not to exceed Three Hundred Nineteen Thousand Eighty Dollars ($319,080.00). 5. California Department of Industrial Relations (DIR)Registration and Record of Wages 5.1 To the extent Consultant's employees and/or subconsultants who will perform work for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, Consultant and subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 5.2 The Consultant and subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. Orange County Sanitation District 2 of 10 Specification No. CS-2018-982BD Version 032018 5.3 Pursuant to Labor Code Section 1776, the Consultant and subconsultants shall furnish a copy of all certified payroll records to OCSD and/or general public upon request, provided the public request is made through OCSD, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement of the Department of Industrial Relations. 5.4 The Consultant and subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 6. Payment and Invoicing 6.1 OCSD shall pay, net thirty (30) days, upon receipt and approval, by OCSD's Project Manager or designee, of itemized invoices submitted for Milestones completed in accordance with Exhibit "B". OCSD, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. 6.2 Invoices shall be emailed by Consultant to OCSD Accounts Payable at APStaff(a_OCSD.com and "INVOICE"with the Purchase Order Number and Specification No. CS-2018-982BD shall be referenced in the subject line. 7. Audit Rights Consultant agrees that, during the term of this Agreement and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Consultant relating to the invoices submitted by Consultant pursuant to this Agreement. 8. Commencement and Term The Services provided under this Agreement shall be completed within eighteen (18) months from the effective date of the Notice to Proceed. 9. Renewals Not Used 10. Extensions The term of this Agreement may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 OCSD reserves the right to terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice from OCSD. Upon receipt of a termination notice, Consultant shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Consultant for work performed (cost and fee) to the date of termination. Consultant expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. Such notice of termination shall terminate this Agreement and release OCSD from any further fee, cost or claim hereunder by Consultant other than for work performed to the date of termination. 12.2 OCSD reserves the right to terminate this Agreement immediately upon OCSD's determination that Consultant is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Agreement. Orange County Sanitation District 3 of 10 Specification No. CS-2018-982BD Version 032018 12.3 OCSD may also immediately terminate for default of this Agreement in whole or in part by written notice to Consultant: • if Consultant becomes insolvent or files a petition under the Bankruptcy Act; or • if Consultant sells its business; or • if Consultant breaches any of the terms of this Agreement; or • if total amount of compensation exceeds the amount authorized under this Agreement. 12.4 All OCSD property in the possession or control of Consultant shall be returned by Consultant to OCSD on demand, or at the termination of this Agreement, whichever occurs first. 13. Indemnification and Hold Harmless Provision Consultant shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Consultant's services under this Agreement, or by its subconsultant(s)or by anyone directly or indirectly employed by Consultant, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence of or willful misconduct of OCSD, Consultant shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Consultant's performance under the Agreement, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Agreement, and/or(c) on account of any goods and services provided under this Agreement. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Consultant or anyone employed by or working under Consultant. To the maximum extent permitted by law, Consultant's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Consultant agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. This section shall survive the expiration or early termination of the Agreement. 14. Insurance Consultant and all subconsultants shall purchase and maintain, throughout the life of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements, Exhibit "C". Consultant shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OCSD, nor shall Consultant allow any subconsultant to commence service pursuant to a subcontract until all insurance required of the subconsultant has been obtained. Failure to maintain required insurance coverage shall result in termination of this Agreement. 15. Key Personnel Personnel, as provided in Exhibit "B", are considered "key"to the work under this Agreement and will be available for the term of the Agreement. No person designated as key under this Agreement shall be removed or replaced without prior written consent of OCSD. If OCSD asks Consultant to remove a person designated as key under this Agreement, Consultant agrees to do so immediately regardless of the reason, or the lack of reason, for OCSD's request. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. Orange County Sanitation District 4 of 10 Specification No. CS-2018-982BD Version 032018 16. Confidentiality and Non-Disclosure 16.1 Consultant acknowledges that in performing the Services hereunder, OCSD may have to disclose to Consultant orally and in writing certain confidential information that OCSD considers proprietary and has developed at great expense and effort. 16.2 Consultant agrees to maintain in confidence and not disclose to any person, firm, or corporation,without OCSD's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of OCSD. 16.3 Consultant further agrees to maintain in confidence and not to disclose to any person, firm, or corporation any data, information, technology, or material developed or obtained by Consultant during the term of this Agreement. 16.4 Consultant agrees as follows: • To use the confidential information only for the purposes described herein; to not reproduce the confidential information; to hold in confidence and protect the confidential information from dissemination to and use by anyone not a party to this Agreement; and to not use the confidential information to benefit itself or others. • To restrict access to the confidential information to its Consultant or personnel of Consultant who (1) have a need to have such access and (2) have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement. • To return all confidential information in Consultant's possession upon termination of this Agreement or upon OCSD's request, whichever occurs first. • To hold in confidence information and materials, if any, developed pursuant to the Services hereunder. 16.5 The provisions of this section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. 17. Ownership of Documents All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, and agents in the performance of this Agreement shall be the property of OCSD and shall be promptly delivered to OCSD upon request of OCSD's Project Manager or designee, or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by OCSD of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at OCSD's sole risk and without liability to Consultant. Consultant shall ensure that all its subconsultants shall provide for assignment to OCSD of any documents or materials prepared by them. 18. Ownership of Intellectual Property 18.1 Consultant agrees that all designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made during the course of this Agreement and arising from the Services (hereinafter referred to as "New Developments") shall be and are assigned to OCSD as its sole and exclusive property. 18.2 Consultant agrees to promptly disclose to OCSD all such New Developments. Upon OCSD's request, Consultant agrees to assist OCSD, at OCSD's expense, to obtain patents or copyrights for such New Developments, including the disclosure of all pertinent information and data with respect thereto, the execution of all applications, specifications, assignments, and all other instruments and papers which OCSD shall deem necessary to apply for and to Orange County Sanitation District 5 of 10 Specification No. CS-2018-982BD Version 032018 assign or convey to OCSD, its successors and assigns, the sole and exclusive right, title and interest in such New Developments. Consultant agrees to obtain or has obtained written assurances from its employees and contract personnel of their agreement to the terms hereof with regard to New Developments and confidential information. 18.3 Consultant warrants that Consultant has good title to any New Developments, and the right to assign New Developments to OCSD free of any proprietary rights of any other party or any other encumbrance whatever. 18.4 The originals of all computations, drawings, designs, graphics, studies, reports, manuals, photographs, videotapes, data, computer files, and other documents prepared or caused to be prepared by Consultant or its subconsultants in connection with these Services shall be delivered to and shall become the exclusive property of OCSD. OCSD may utilize these documents for OCSD applications on other projects or extensions of this project, at its own risk. 19. No Solicitation of Employees 19.1 Consultant agrees that it shall not, during the term of this Agreement and for a period of one (1) year immediately following termination of this Agreement, or any extension hereof, call on, solicit, or take away any of the employees whom Consultant became aware of as a result of Consultant's Services to OCSD. 19.2 Consultant acknowledges that OCSD's employees are critical to its business and OCSD expends significant resources to hire, employ, and train employees. Should Consultant employ or otherwise engage OCSD's employees during the term of this Agreement and for a period of one (1) year following termination of this Agreement, Consultant will pay OCSD fifty percent (50%) of the former employee's most recent annual salary earned at OCSD to accurately reflect the reasonable value of OCSD's time and costs. This payment is in addition to any other rights and remedies OCSD may have at law. 20. Independent Contractor Capacity 20.1 The relationship of Consultant to OCSD is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. 20.2 Consultant shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for Consultant's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Consultant. 20.3 Consultant shall not be considered an agent of OCSD for any purpose whatsoever, nor shall Consultant have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. Consultant shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without expressed written consent. 20.4 Consultant shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. Consultant shall be responsible for providing, at Consultant's expense, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 20.5 Consultant shall be obligated to pay any and all applicable Federal, State and local payroll and other taxes incurred as a result of fees hereunder. Consultant hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of Consultant's breach of this provision. Orange County Sanitation District 6 of 10 Specification No. CS-2018-982BD Version 032018 20.6 Consultant shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. Consultant shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified Consultant for tax purposes. 21. Licenses, Permits Consultant represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work.Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement will be paid by Consultant. 22. Consultant's Representations In the performance of duties under this Agreement, Consultant shall adhere to the highest fiduciary standards, ethical practices and standards of care and competence for their trade/profession. Consultant agrees to comply with all applicable Federal, State and local laws and regulations. 23. Familiarity with Work By executing this Agreement, Consultant warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Consultant's risk, until written instructions are received from OCSD. 24. Ri_ght to Review Services, Facilities, and Records 24.1 OCSD reserves the right to review any portion of the Services performed by Consultant under this Agreement, and Consultant agrees to cooperate to the fullest extent possible. 24.2 Consultant shall furnish to OCSD such reports, statistical data, and other information pertaining to Consultant's Services as shall be reasonably required by OCSD to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and any other agreement relating to the development of the project(s) and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bonds and other obligations. 24.3 The right of OCSD to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Consultant shall not relieve Consultant of any obligation set forth herein. 25. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Agreement. 26. Severability If any section, subsection, or provision of this Agreement, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Agreement or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. Orange County Sanitation District 7 of 10 Specification No. CS-2018-982BD Version 032018 27. Waiver The waiver of either party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. Any breach by Consultant to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 28. Remedies In addition to other remedies available in law or equity, if the Consultant fails to make delivery of the goods or Services or repudiates its obligations under this Agreement, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1) terminate the Agreement; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover" by purchasing, or contracting to purchase, substitute goods or Services for those due from Consultant. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from Consultant as damages the difference between the cost of the substitute goods or Services and the Agreement price, together with any incidental or consequential damages. 29. Governing Law This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Agreement or the performance thereof. 30. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. 31. Dispute Resolution 31.1 In the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 31.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two(2)arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 32. Dama_ge to OCSD's Property Any OCSD property damaged by Consultant will be subject to repair or replacement by Consultant at no cost to OCSD. Orange County Sanitation District 8 of 10 Specification No. CS-2018-982BD Version 032018 33. OCSD Safety Standards 33.1 OCSD requires Consultant and its subconsultants to follow and ensure their employees follow all Federal, State and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during the course of the Agreement it is discovered that OCSD Safety Standards do not comply with Federal, State or local regulations, then the Consultant is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Consultant and all of its employees and subconsultants, shall adhere to all applicable OCSD Safety Standards attached hereto in Exhibit "D". 33.2 In addition to the requirements stated above, Supplier shall adhere to the following OCSD Safety requirements: SOP-102 PPE, SOP-106 Hearing Conservation Program, SOP-607 Hazard Communication, SOP-617 Fire Prevention, and SOP-626 Fall Protection. These OCSD Safety requirements are available at: OCSD.com, click open "ABOUT US" (top of page), under "Transparency" click open "Safety and Human Resources Policy", click open "Safety Policies", "HR Policies" and "Chemical Delivery Procedures". 34. Freight (F.O.B. Destination) Consultant assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Agreement. 35. Assi_gnments Consultant shall not delegate any duties nor assign any rights under this Agreement without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 36. Conflict of Interest and Reportin_g 36.1 Consultant shall at all times avoid conflicts of interest or appearance of conflicts of interest in performance of this Agreement. 36.2 Consultant affirms that to the best of its knowledge there exists no actual or potential conflict between Consultant's families, business or financial interest or its Services under this Agreement, and in the event of change in either its private interests or Services under this Agreement, it will raise with OCSD any question regarding possible conflict of interest which may arise as a result of such change. 37. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OCSD and Consultant. 38. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Consultant, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 39. Authority to Execute The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are formally bound. 40. Read and Understood By signing this Agreement, Consultant represents that it has read and understood the terms and conditions of the Agreement. 41. Entire Agreement This Agreement constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 9 of 10 Specification No. CS-2018-982BD Version 032018 42. Notices All notices under this Agreement must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Any facsimile notice must be followed within three (3) days by written notice. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Jennifer Martin Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Consultant: Craig Gooch Project Manager Psomas 3 Hutton Centre Drive Suite 200 Santa Ana, CA 92707 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Agreement to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: David John Shawver Board Chairman Dated: By: Clerk of the Board Dated: By: Contracts, Purchasing and Materials Management Manager PSOMAS Dated: By: Print Name and Title of Officer Orange County Sanitation District 10 of 10 Specification No. CS-2018-982BD Version 032018 ADMINISTRATION COMMITTEE Meeting Date To Bd. of Dir. 02/13/19 02/27/19 AGENDA REPORT Item Number Item Number 5 13 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST GENERAL MANAGER'S RECOMMENDATION A. Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of October 1, 2018 to December 31, 2018; and B. Approve the following additions to the pre-approved OEM Sole Source List for the period of October 1, 2018 to December 31, 2018: • POLYCHEM (BRENTWOOD) - Sludge Collection System Parts and Components • HYDRO GATE - Weir Gates and Parts BACKGROUND Staff provides the Administration Committee and the Board of Directors quarterly reports of General Manager approved and executed purchases between $50,000 and $100,000; maintenance and repair Services Task Orders between $50,000 and $300,000; and additions to the pre-approved Original Equipment Manufacturers (OEM) Sole Source List. The list of additions to the pre-approved OEM Sole Source List displays the OEM added this quarter that require sole source procurement to maintain, service, or replace equipment currently in operation at District facilities, because the parts and/or service can only be provided by the OEM or their designated representative. RELEVANT STANDARDS • Quarterly Financial Reporting • Ensure that the public's money is wisely spent PRIOR COMMITTEE/BOARD ACTIONS December 2016 - Minute Order 12(b) authorized the General Manager to ratify additions or deletions to the OEM Sole Source list on the General Manager's quarterly approved purchases agenda report. Page 1 of 4 ADDITIONAL INFORMATION In accordance with Board of Director's purchasing policies, Ordinance No. OCSD-52, the General Manager has authority to approve and execute purchases between $50,000 and $100,000. Below is a summary of General Manager approved purchases, in amounts exceeding $50,000, for the second quarter of fiscal year 2018-19: Vendor Name Amount Department Description/Discussion ADVANCED Purchase of Critical Replacement Breaker ELECTRICAL AND Operations & MOTOR $94,852.08 Maintenance for Ten OCSD Pump Stations (MP-503) CONTROLS Specification No. E-2018-981 Purchase of Granicus Legistar Agenda Management Suite Software for the Board CARAHSOFT Administrative Agenda Management System TECHNOLOGY $50,596.08 Services 11/19/18 to 11/18/19 CORPORATION NASPO Master Contract AR2472, in accordance with Ordinance OCSD-52, Section 2.03 B Cooperative Purchases Stock Item Purchase of a Hidrostal FLO-SYSTEMS, $51,652.00 Administrative Complete Pump with Mechanical Seal INC. Services Board Approved OEM Sole Source List M.O. 12/14/16, Item 12 On-Call Plumbing Repair Services with RT GENERAL Contractor Corp. and Pro-Craft PLUMBING $95,000.00 Operations & Construction, Inc. SERVICE S-2018- Maintenance 11/1/2018-10/31/2019 923BD with 4 Optional 1-Year Renewal Periods Specification No. S-2018-923BD Plant 1 Primary Effluent Pump Station #2 GRAYBAR Variable Frequency Drive Turnkey ELECTRIC $85,360.30 Operations & Replacement (MP-541) COMPANY Maintenance U.S. Communities Contract# EV2370 WALNUT CA in accordance with Ordinance OCSD-52, Section 2.03 (B) Cooperative Purchases Purchase of Indegy Security Suite Software to Improve Security and Visibility INDEGY INC. $63,700.00 Administrative in Industrial Control System Network Services 11/8/18 to 11/7/19 Sole Source Justification 2026 Reason: Unique Product/Service Page 2 of 4 Vendor Name Amount Department Description/Discussion Purchase of Security Systems Maintenance, including Card Access, MAXIM SECURITY $90,000.00 Administrative Surveillance Camera, & Intercom Systems. SYSTEMS Services 10/28/18 to 10/22/19 with 4 Optional 1-Year Renewal Periods Specification No. S-2018-983 NATIONAL Operations & Plant 1 Secondary Clarifier#27 Catwalk COATING & LINING $78,986.00 Maintenance Coating Repairs (MP-488) COMPANY Specification No. S-2018-977 Purchase of FortiGate-300E Firewall Plus NTH GENERATION $51,143.00 Administrative 3 Years Care and Guard Protection COMPUTING INC. Services 11/2/18 to 11/1/21 Specification No. JM-104444 Administrative Purchase of 40 HP x360 EliteBook OFFICE DEPOT, $80,542.00 Computers plus Docks and Support INC. Services Specification No. E-2018-998 Purchase 5,000 Gallons of Chevron 5200 THE SOCO $59,540.00 Operations & HDAX Low Ash 40 Engine Oil for Central GROUP, INC. Maintenance Generation (CenGen) Engines Specification No. CV-104063 Additionally, in accordance with Board of Director's purchasing policies, Ordinance No. OCSD-52, the General Manager has authority to approve and execute maintenance and repair Services Task Orders between $50,000 and $300,000. Below is a summary of General Manager approved maintenance and repair Services Task Orders, in amounts exceeding $50,000, for the second quarter of fiscal year 2018-19: Vendor Name Amount Department Description/Discussion J R FILANC Machine Guards at Plant 2 (J-126S) CONSTRUCTION $63,312.00 Engineering Task Order Bid TOB-2018-987 of Master Service Contract S-2015-700-1 Page 3 of 4 Vendor Name Amount Department Description/Discussion Steel Dome Repairs on Digesters E & H J R FILANC $86,744.00 Engineering (P2-91-D) CONSTRUCTION Task Order Bid TOB-2018-997 of Master Service Contract S-2015-700-1 JAMISON Digester P Valves Replacement ENGINEERING (P2-91-1H) CONTRACTORS $58,265.00 Engineering Task Order Bid TOB-2018-1004 of INC. Master Service Contract S-2015-700-4 SHIMMICK Plant 1 RAS Pump Station Pipe Repairs CONSTRUCTION $55,928.94 Operations & (MP-597) CO INC. Maintenance Task Order Bid TOB-2018-1011 of Master Service Contract S-2015-700-8 FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: N/A Page 4 of 4 ADMINISTRATION COMMITTEE Meeting Date To Bd. of Dir. 02/13/19 02/27/19 AGENDA REPORT Item Number Item Number 6 14 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: MID-YEAR CONSOLIDATED FINANCIAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 2018 GENERAL MANAGER'S RECOMMENDATION Receive and file the Orange County Sanitation District Mid-Year Financial Report for the period ended December 31 , 2018. BACKGROUND Included in this consolidated report are the following mid-year reports for the period ended December 31 , 2018: • Mid-Year Budget Review The Budget Review Summary provides the Directors, staff, and general public with a comprehensive overview of the mid-year financial results of the Orange County Sanitation District (Sanitation District) for the period ended December 31 , 2018. • Mid-Year Treasurer's Report This section reports on financial portfolio performance with respect to the Sanitation District's funds. Both Long-Term and Liquid Operating Monies Portfolios are summarized. A performance summary table can be found on page 2 of this section. The report also contains information on the U.S. and global economic outlook from the Sanitation District's investment manager, Chandler Asset Management. • Certificates of Participation Mid-Year Report The report includes a summary of each outstanding debt issuance and a comparative chart illustrating the COP rate history. RELEVANT STANDARDS • Quarterly financial reporting ADDITIONAL INFORMATION The mid-year treasurer's report contained within the Consolidated Financial Report for the period ended December 31, 2018 is being submitted in accordance with the Sanitation District's investment policy that requires the report be submitted to the governing body following the end of each quarter and includes the following information: Page 1 of 3 • Performance results in comparison with the ICE BAML 3-month treasury bill index for the liquid operating portfolio; and the ICE BAML Corp./Govt. 1-5 Year Bond index for the long-term portfolio as identified in the investment policy; and the time-weighted total rate of return for the portfolio for the prior three months, six months, nine months, twelve months, and since inception compared to the Benchmark returns for the same periods: Portfolio Performance Summary As of December 31,2018 Liquid Operating Monies(%) Long-Term Operating Monies(%) Total Rate of Total Rate of Return Benchmark Return Benchmark 3 Months 0.57 0.56 1.32 1.57 6 Months 1.09 1.06 1.59 1.77 9 Months 1.55 1.51 1.86 1.95 12 Months 1.90 1 1.87 1.51 1 1.49 Annualized Since inception 30 Nov 2014 0.86 1 0.76 1.17 1 1.11 • A listing of individual securities held at the end of each reporting period (see the detailed listings of each security contained within the report). • Cost and market values of the portfolios: Liquid Operating Long-Term Cost $175.8 M $499.8 M Market Value $176.7 M $498.8 M • Modified duration of the portfolio compared to Benchmark: Liquid Operating Long-Term District Policy < 0.50 < 5.00 Benchmark 0.16 2.53 Portfolio 0.19 2.27 • Dollar change in value of the portfolio for a one-percent (1%) change in interest rates: Liquid Operating - $336,896 Long-Term - $11,325,615 • None of the portfolios are currently invested in reverse repurchase agreements. • The percent of the Liquid Operating Monies portfolio maturing within 90 days: 81.9% Page 2 of 3 • Average portfolio credit quality: Liquid Operating — AAA/Aaa Long-Term — AA/Aa1 • Percent of portfolio with credit ratings below "A" by any rating agency, and a description of such securities: Liquid Portfolio — no exceptions Long-Term Portfolio — Percent of portfolio — 1.6% Cost Maturity Date Moody S&P Fitch SLMA 2008-9 A $ 25,757.28 4/25/2023 Baa3 A B AMRESCO Residential Securities 1999-1 $ 100,432.85 6/25/2029 Not Rated A+ BBB Morgan Stanley Note $3,200,848.00 7/28/2021 A3 BBB+ A General Electric Capital Corp Callable* $5,014,950.00 1/23/2020 Baal BBB+ BBB+ *General Electric (36962G7M0)was downgraded by Moody's (Baal) and S&P (BBB+) in October 2018 and by Fitch (BBB+) in November 2018; complied at time of purchase. • All investments are in compliance with this policy and the California Government Code, except for the following Lehman Brother holdings that the Sanitation District is pursuing collection through the bankruptcy court: Lehman Brothers Note-Defaulted $ 600,000 par value purchased 9/19/2008 Lehman Brothers Note-Defaulted $2,000,000 par value purchased 9/18/2008 • Sufficient funds are available for the Sanitation District to meet its operating expenditure requirements for the next six months. CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Mid-Year Consolidated Financial Report for the period ended December 31, 2018 (separate electronic file) Page 3 of 3 ADMINISTRATION COMMITTEE Meeting Date To Bd. of Dir. 02/13/19 02/27/19 AGENDA REPORT Item Number Item Number 7 15 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: TRANSFER 8.5 MILES OF SEWERS TO THE CITY OF SANTA ANA GENERAL MANAGER'S RECOMMENDATION A. Approve a Quitclaim Sewer Transfer Agreement between Orange County Sanitation District and the City of Santa Ana; B. Approve a Quitclaim Deed to the City of Santa Ana transferring ownership and associated property rights for sewers; and C. Authorize a transfer of $23,229,000 to the City of Santa Ana for projected necessary repairs due to the age and condition of the facilities. BACKGROUND The Orange County Sanitation District (Sanitation District) owns sewers in the City of Santa Ana. The City of Santa Ana has agreed to acquire ownership of specific non- regional sewers totaling 44,400 linear feet (8.5 miles). Based on the 2017 Facilities Master Plan, the projected capital improvement for the subject sewers has a current construction cost of $23,229,000. As a condition of the sewer transfer, the Sanitation District will allocate this construction cost to the City of Santa Ana. By transferring these sewers in their current condition, along with the present value of construction costs to refurbish the sewers, the Sanitation District will avoid $70,865,000 in future (escalated) costs that also include staff time, design, legal, and permit fees. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard PROBLEM The Sanitation District is a regional sewer service provider that owns and operates subject sewer segments in the City of Santa Ana that only serve a local purpose. In addition, the Page 1 of 3 City of Santa Ana has a need to make local lateral connections, and is prohibited since there are no City owned sewers in the proposed transfer areas. PROPOSED SOLUTION Transfer ownership of the subject sewers to the City of Santa Ana. TIMING CONCERNS The City of Santa Ana is scheduled to approve this agreement at their February 5, 2019 City Council meeting. RAMIFICATIONS OF NOT TAKING ACTION Future connections to the subject sewers may require additional City of Santa Ana sewers since the Sanitation District policy does not allow local lateral connections directly to its pipes. PRIOR COMMITTEE/BOARD ACTIONS December 2009 — Approved Five-Year Strategic Plan, Business Principles Goal No. 7 Local Sewer Services: Transfer other local assets back to cities that are not serving a true regional purpose. ADDITIONAL INFORMATION Prior to the consolidation of the County Sanitation Districts of Orange County into the Sanitation District, the City of Santa Ana requested County Sanitation District No. 1 to construct several sewers in the 1960s. Due to the District's consolidation, the subject sewers are now owned by the Sanitation District. These sewers are not typically owned and maintained by the Sanitation District since they do not serve a regional purpose. The Sanitation District Board of Directors has authorized staff to negotiate transfers of these sewers if requested by member cities. CEQA N/A FINANCIAL CONSIDERATIONS The 2017 Facilities Master Plan identified five capital improvement projects (CIP) in the City of Santa Ana related to the subject sewers: Projects 1-101, X-069, X-070, X-072, and X-073. These five projects have a 2019 construction cost estimate of $23,229,000 and a future total project cost of $70,865,000. The Sanitation District will transfer $23,229,000 to the City of Santa Ana as they will be responsible for future replacement and rehabilitation of the subject sewers. Page 2 of 3 Project 1-101 was scheduled to start in 2019, and its total project budget of $7,100,000 will be removed from the 10-Year CIP in the 2019-20 Budget Book. Projects X-069, X- 070, X-072, and X-073 were scheduled to be started over the next 20 years and will be removed from the CIP Master Plan. ATTACHMENT The following attachment(s) are included in hard copy may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Map of proposed sewer transfer • Quitclaim Sewer Transfer Agreement KM:AN:AC:sa:gc Page 3 of 3 CHAPMAN mI Pherson •'� CI TY OF •� LA VETA Ga rg Ell(3I GARDEN GROVE _ z ,i �• �""-"� '-"-'"-'•. r-- _.._.._.._.._.._.� 2 L_ CI TY OF � GARDEN GROVE BUFFALO Q LU o d a Z W iRiver View ---__J Ne ghborroad i - Park WESTMINSTER N J .� �. ............................................ m` 17THJ 1\ P O �ac`a C11) I DRUC L 1. OAKF!ELD AV f: •`.. O In ._.� .J d T"sT A z EI jtl'-'r ,.CT ST 1^ 1 Ro y a P.o �'� FRUIT N j i Park � ` , 2 Z 1t?TH ST _ Q a H p � i+'sT H ST - Santa Ana � � 1ST St a 4TH IRVINE Bich EJRDST V i 1ST r•.-,1. E 2N D ST I 1 a ri „j DUCHESS MYRTLE 1 O Q 5 1 r IL > Q i Q J Q -•• _ O 1 N � m U y Yi LINI AN LN N CITY OF IS WLA VERNE AVE I W ELDER AVE J W BORCHARD AVE SANTA ANA Ce� ntennk,� i+•srANFORD sr Re glonal F'. i+'POAIO NAST Q 1 - S.l rA'a Ana FIUNA Si Garners Qz 7 I.f. 2 Q411 i a a a i WI '^ V J N WARNER 0 p z I N WARNER w RITCHEY,'' CI T Y OF m Delhi x p 4 w Park TUSTI N -' asoo pN U Ny U) Z CC ST =n , F^F9 F N� W W CARRIAGE DR Z \ J �/ W GARRY AVF 4 I.L 0 U TALBERT 4[n MACARTHUR C, q<,0 � + a \SUNFLOWEII'.r---------------------------------to- 47 / CI TY F CI TY OF 1 milk I Esri16 ,HERE,Garmin,©OpenStreetMap contributorsf the GIS user community HATemporary-14 Days\QuynMSanta Ana wallmap 2015 24x22.mxd Reach A - 1st Street Orange County Sanitation District _ _ Reach B - Bristol Street Proposed Sewer Transfers _ Reach C - Main St/Santa Ana Blvd/Broadway St/Grand Ave ��� �����'���� to City of Santa Ana �C4 Q I CITYNAME ALF - o � TUSTIN z J SANTA ANA Np <c ORANGE , IRVINE w E THE GARDEN GROVE FOUNTAIN VALLEY S COSTA MESA 0.5 0 0.5 Miles Map of Proposed Sewer Transfer Disclaimer:Map prepared by Orange County Sanitation District.This map is intended for graphical representation only. No level of accuracy is claimed for the base mapping shown hereon and graphics should not be used to obtain coordinate Values,bearings or distances.Portions of this derived product contain geographical information copyrighted by Thomas Brothers. All Rights Reserved. Source:OCSD GIS Data,Thomas Brothers 2015. Created:Aug.28,2018 RECORDING REQUESTED BY AND RETURN TO ORANGE COUNTY SANITATION DISTRICT P. O. Box 8127 Fountain Valley, California 92728 Attn: Clerk of the Board (Space Above This Line for Recorder's Use) Exempt from recording fee—California Government Code Section 6103 QUITCLAIM SEWER TRANSFER AGREEMENT BETWEEN ORANGE COUNTY SANITATION DISTRICT AND THE CITY OF SANTA ANA THIS AGREEMENT for the transfer of certain sewers and appurtenant facilities (hereafter, "Agreement") is made and entered into this day of , 2019, by and between Orange County Sanitation District, a County Sanitation District organized under the laws of the State of California ("Grantor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Grantee"). Grantor is a regional operator of sewage collection facilities. Grantor also incidentally owns certain local sewers including, but not limited to, the local sewers which are the subject of this Agreement. Grantee operates a local sewage collection system within its jurisdiction. This Agreement shall document and memorialize a factual understanding of all of the facilities to be transferred to Grantee, and a one-time payment being made by Grantor to Grantee in connection therewith. Grantee will maintain and operate the sewers which are the subject of this Agreement as part of its local sewage collection system and shall have sole responsibility therefor following transfer to the Grantee. NOW THEREFORE BE IT RESOLVED that the Grantor and Grantee agree as follows: 1. Grant of Sewer Pipelines For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor does hereby grant, convey and transfer by quitclaim deed, a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference, to Grantee all of its rights, title, and interests in all sewer lines and appurtenant sewer facilities covered by this Agreement (collectively, "Facilities") owned by Grantor, which Facilities are described and depicted in Exhibit "B" and shown visually in Exhibit "C," attached hereto and incorporated herein by reference. In the event of any 1 1345312.2 discrepancy between Exhibit "B" and Exhibit "C," Exhibit "B" shall control. This Agreement shall also convey any underlying right of way necessary to operate and maintain the Facilities within the City of Santa Ana. 2. Facilities Maintenance Grantor and Grantee further agree that future rehabilitation and repairs to these Facilities will be required. Grantor previously reserved $23,229,000 in anticipation of such improvements and now, in consideration of the age and condition of the Facilities, Grantor shall, as sole, full, and final satisfaction of any obligation to inspect, maintain, repair, or rehabilitate any such Facilities, or any portion thereof, and in consideration for conveying the quitclaim deed, shall make a one-time payment to Grantee of twenty-three million, two-hundred twenty nine thousand dollars ($23,229,000), no later than ten (10) business days after recordation of this Agreement, which funds shall be used by Grantee to make any such inspections, repairs, or rehabilitations of the Facilities as may be necessary or appropriate as determined by Grantee. Should the cost of any future inspections, maintenance, repairs, or rehabilitations exceed $23,229,000, Grantee waives all claims against Grantor for the payment of any additional sum therefor or with respect to the condition of title and Grantor shall in no way be obligated to make any additional payment therefor. 3. Waiver and Release Grantee, on behalf of Grantee and Grantee's officers, directors, managers, affiliates, successors and assigns ("Grantee Related Parties") hereby expressly, fully and forever releases and discharges (which release and discharge shall be continuing and shall survive the transfer of the Facilities) Grantor and Grantor's officers, directors, managers, affiliates, employees, representatives, successors and assigns from any and all losses, expenses, claims, costs, damages, rights of subrogation, debts, attorneys' fees, actions, suits, judgments, awards, obligations and/or liabilities of any kind, whether foreseeable or unforeseeable, known or unknown, or suspected or unsuspected, with respect to or in any way relating to, or indirectly or directly arising out of the current condition of the Facilities, any repair or replacement work required with respect to such Facilities, and/or any deferred maintenance. Grantee, on behalf of itself and the Grantee Related Parties, agrees, represents and warrants that the matters released above are not limited to matters which are known, suspected or disclosed and hereby knowingly and voluntarily waives and relinquishes any and all rights and benefits under Section 1542 of the California Civil Code (as such Civil Code may apply to the release above), which provides: 2 1345312.2 "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." 4. No Warranty of Title or Condition Grantor makes no warranty or representation of any kind regarding its title to the Facilities, the condition of the Facilities or the suitability of the Facilities for any purpose. Grantee has been granted an opportunity to fully inspect the Facilities and has done so. Subject only to receipt of the one-time payment described above, Grantee accepts the Facilities "as is," and as subject to all covenants, conditions, burdens, restrictions, reservations, and obligations existing as of the date of transfer. Grantee hereby accepts and assumes all ownership and responsibility for such transferred Facilities, and agrees to indemnify, defend, and hold Grantor harmless from any liability, claim, cost, expense, or damage hereafter arising from the ownership or use of the Facilities. 5. Assignment The benefits and burdens of this Agreement shall be binding upon and inure to all successors-in-interest and assignees of the parties. 6. Amendment Any amendment of this Agreement or its Exhibits must be in writing, signed, and acknowledged by the Grantor and Grantee and duly recorded in the Official Records of the County Recorder of the County of Orange, State of California. 7. Entire Agreement This Agreement (including any attached exhibits) contains the entire agreement between Grantor and Grantee regarding the subject matter of the Agreement, including all representations and warranties between them, and supersedes any prior or contemporaneous agreement, representation, warranty or understanding with respect to the subject matter thereof. 8. Notices Notices relating to this Agreement must be in writing and sent to the addresses set forth below. A party may change its address for notices by giving notice as required by this section. A written notice will be 3 1345312.2 considered given (i) when personally delivered, or (ii) two business days after deposit in the United States Mail as first-class mail, certified or registered, return receipt requested with postage prepaid, or (iii) one business day after deposit with a reputable overnight delivery service for next business day delivery, or (iv) on the business day of successful transmission by email. The parties' addresses for notice are as follows: To Grantor: Orange County Sanitation District Attn: General Manager P.O. Box 8127 Fountain Valley, CA 92728-8127 With a copy to: Woodruff, Spradlin & Smart, APC ATTN: Bradley R. Hogin 555 Anton Blvd., Suite 1200 Costa Mesa, CA 92626 To Grantee: City of Santa Ana Attn: Clerk of the Council 20 Civic Center Plaza Santa Ana, CA 92701 With a copy at the same address to: Executive Director of Public Works 9. Authority Each of the undersigned represents and warrants that they are duly authorized to execute this Agreement and have the legal authority to bind each respective party. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date written above [Signatures on the following page.] 4 1345312.2 CITY OF SANTA ANA: By: Printed Name: Steven A. Mendoza Title: Acting City Manager Date: ATTEST: By: Printed Name: Norma Mitre Title: Acting Clerk of the Council Date: APPROVED AS TO FORM: By: Printed Name: John M. Funk Title: Assistant City Attorney Date: ORANGE COUNTY SANITATION DISTRICT: By: Printed Name: David John Shawver Title: Chairman of the Board of Directors Date: ATTEST By: Printed Name: Kelly A. Lore, MMC Title: Clerk of the Board Date: APPROVED AS TO FORM: By: Printed Name: Bradley R. Hogin Title: General Counsel Date: 5 1345312.2 CERTIFICATE OF ACCEPTANCE This is to certify that the interest conveyed by this instrument from Orange County Sanitation District, to City of Santa Ana, a charter city and municipal corporation, is hereby accepted pursuant to authority granted to the undersigned, approved by the City Council of the City of Santa Ana on and Grantee consents to the recordation thereof by its duly authorized officer. City of Santa Ana By Norma Mitre Acting Clerk of the Council DATE: 6 1345312.2 EXHIBIT A EXHIBIT A RECORDING REQUESTED BY WHEN RECORDED RETURN TO: Above Space for Recorder's Use QUITCLAIM DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, and without making any claim or warranty with respect to its interest in the property, if any, the Orange County Sanitation District, a County Sanitation District organized under the laws of the State of California ("Grantor"), does hereby remise, release, and quitclaim to the City of Santa Ana, a municipal corporation ("Grantee"), all right, title, and interest in the local sewer lines and appurtenant sewer facilities situated in the City of Santa Ana, County of Orange, State of California described and depicted as follows: See Exhibit "B" description(s) attached hereto and made a part hereof. Executed on this day of , 2019. GRANTOR Orange County Sanitation District By: Name: Title: 1 1345312.2 ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF ) On before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 2 1345312.2 EXHIBIT B LIST OF ASSETS-PROPOSED TRANSFER OF SEWERS FROM ORANGE COUNTY SANITATION DISTRICT TO CITY OF SANTA ANA REACH STREET DOWNSTREAM MH STATION# PROJECT# UPSTREAM MH STATION# PROJECT# MATERIAL DIA in LEN ft SLOPE MAP PAGE A A 1STST NHP0100-0035 152+S0.00 3-D NHP0100-0040 158+34.36 3-D VCP 21 633 0.15% 3834 A 1STST NHP0100-0030 145+90.36 3-D NHP0100-0035 152+50.00 3-D VCP 21 619 0.15% 3834 A 1STST NHP0100-0025 145+03.36 3-D NHP0100-0030 145+90.36 3-D VCP 21 100 0.15% 3834 A 1STST NHP0100-0020 143+82.00 3-D NHP0100-0025 145+03.36 3-D VCP 21 113 0.15% 3834 A 1STST NHP0100-0015 139+37.36 3-D NHP0100-0020 143+82.00 3-D VCP 21 445 0.15% 3834 A 1STST NHP0100-0013 135+56.28 3-D NHP0100-0015 139+37.36 3-D VCP 21 381 0.15% 3833 A 1STST NHP0100-0010 135+35.70 3-D NHP0100-0013 135+56.28 3-D VCP 21 21 0.15% 3833 A 1STST NHP0100-0005 132+17.00 3-D NHP0100-0010 135+35.70 3-D VCP 21 318 0.15% 3833 A 1STST *NHP0100-0000:A 132+11.00 3-D NHP0100-0005 132+17.00 3-D VCP 21 6 0.15% 3834 A 1STST EUA0170-0025 112+50.00 3-D EUA0170-0030 118+51.00 3-D VCP 21 601 0.15% 3833 A 1STST EUA0170-0020 111+85.00 3-D EUA0170-0025 112+50.00 3-D VCP 21 65 0.15% 3832 A 1STST EUA0170-0015 107+55.00 3-D EUA0170-0020 111+85.00 3-D VCP 21 430 0.15% 3832 A 1STST EUA0170-0010 105+94.12 3-D EUA0170-0015 107+15.00 3-D VCP 21 161 0.15% 3832 A 1STST EUA0170-0005 105+81.62 3-D EUA0170-0010 105+94.12 3-D VCP 21 13 0.15o 3832 A 1STST *EUA0170-0000 184+70.00 2-10-7 EUA0170-0005 105+81.62 3-D VCP 21 14 0.15% 3832 B BRISTOLST SUN0070-0170 0+00.00 1-10 SUN0070-0325 0+05.00 1-10 VCP 21 8 UNK 3938 B BRISTOLST SUN0070-0317 86+95.00 1-10 SUN0070-0320 91+46.00 1-10 VCP 18 451 0.38% 3538 B BRISTOLST SUN0070-0315 82+86.00 1-10 SUN0070-0317 86+95.00 1-10 VCP 18 409 0.38% 3538 B BRISTOLST SUN0070-0310 78+09.86 1-10 SUN0070-0315 82+86.00 1-10 VCP 21 476 0.20% 3638 B BRISTOLST SUN0070-0305 76+40.52 1-10 SUN0070-0310 78+09.86 1-10 VCP 21 169 0.20% 3638 B BRISTOLST SUN0070-0300 73+76.40 1-10 SUN0070-0305 76+40.52 1-10 VCP 21 264 0.20% 3638 B BRISTOLST SUN0070-0295 70+84.50 1-10 SUN0070-0300 73+76.40 1-10 VCP 21 291 0.20% 3638 B BRISTOLST SUN0070-0290 69+39.80 1-10 SUN0070-0295 70+84.50 1-10 VCP 21 151 0.20% 3638 B BRISTOLST SUN0070-0285 69+20.53 1-10 SUN0070-0290 69+39.80 1-10 VCP 21 20 0.20% 3638 B BRISTOLST SUN0070-0280 67+73.00 1-10 SUN0070-0285 69+20.53 1-10 VCP 21 148 0.20% 3638 B BRISTOLST SUN0070-0275 66+63.00 1-10 SUN0070-0280 67+73.00 1-10 VCP 21 110 0.20% 3638 B BRISTOLST SUN0070-0270 61+30.00 1-10 SUN0070-0275 66+63.00 1-10 VCP 21 533 0.20% 3638 B BRISTOLST SUN0070-0265 55+99.00 1-10 SUN0070-0270 61+30.00 1-10 VCP 21 531 0.20% 3638 B BRISTOLST SUN0070-0260 51+01.00 1-10 SUN0070-0265 55+99.00 1-10 VCP 21 498 0.20% 3738 B BRISTOLST SUN0070-0255 50+47.84 1-10 SUN0070-0260 51+01.00 1-10 VCP 18 53 0.81% 3738 B BRISTOLST SUN0070-02SS 50+47.84 1-10 SUN0070-0260 51+01.00 1-10 VCP 18 54 0.80% 3738 B BRISTOLST SUN0070-0250 45+26.60 1-10 SUN0070-0255 50+47.84 1-10 VCP 21 521 0.20% 3738 B BRISTOLST SUN0070-0245 42+42.80 1-10 SUN0070-0250 45+26.60 1-10 VCP 21 284 0.20% 3738 B BRISTOLST SUN0070-0240 35+52.50 1-10 SUN0070-0245 42+42.80 1-10 VCP 21 690 0.20% 3738 B BRISTOLST SUN0070-0237 34+58.50 1-10 SUN0070-0240 35+52.50 1-10 VCP 21 94 0.38% 3738 B BRISTOLST SUN0070-0235 33+08.47 1-10 SUN0070-0237 34+58.50 1-10 VCP 21 150 0.38% 3738 B BRISTOLST SUN0070-0230 31+18.28 1-10 SUN0070-0235 33+08.47 1-10 VCP 21 190 0.38% 3738 B BRISTOLST SUN0070-0225 28+74.00 1-10 SUN0070-0230 31+18.28 1-10 VCP 21 244 0.38% 3838 B BRISTOLST SUN0070-0220 25+66.35 1-10 SUN0070-0225 28+74.00 1-10 VCP 21 310 0.40% 3838 B BRISTOLST SUN0070-0215 24+80.00 1-10 SUN0070-0220 25+66.35 1-10 VCP 21 86 0.40% 3838 B BRISTOLST SUN0070-0210 22+30.00 1-10 SUN0070-0215 24+80.00 1-10 VCP 21 247 0.40% 3838 B BRISTOLST SUN0070-0205 19+25.00 1-10 SUN0070-0210 22+30.00 1-10 VCP 21 308 0.40% 3838 B BRISTOLST SUN0070-0203 17+27.00 1-10 SUN0070-0205 19+25.00 1-10 VCP 21 198 0.40% 3838 B BRISTOLST SUN0070-0200 16+20.00 1-10 SUN0070-0203 17+27.00 1-10 VCP 21 107 0.40% 3838 B BRISTOLST SUN0070-0195 13+21.70 1-10 SUN0070-0200 16+20.00 1-10 VCP 21 298 0.40% 3838 B BRISTOLST SUN0070-0190 12+60.00 1-10 SUN0070-0195 13+21.70 1-10 VCP 8 64 0.47% 3838 B BRISTOLST SUN0070-0190 12+60.00 1 1-10 SUN0070-0195 13+21.70 1-10 1 VCP 21 62 0.49% 3838 B BRISTOLST SUN0070-0185 9+95.00 1 1-10 SUN0070-0190 12+60.00 1-10 1 VCP 24 265 10.20% 13838 B BRISTOLST SUN0070-0180 6+63.00 1 1-10 SUN0070-0185 9+95.00 1-10 1 VCP 24 10.20% 13838 Assets marked in*are retained by OCSD and not included in this transfer. 1/10/2019 Exhibit B EXHIBIT B LIST OF ASSETS-PROPOSED TRANSFER OF SEWERS FROM ORANGE COUNTY SANITATION DISTRICT TO CITY OF SANTA ANA REACH STREET DOWNSTREAM MH STATION# PROJECT# UPSTREAM MH STATION# PROJECT# MATERIAL DIA in LEN ft SLOPE MAP PAGE B BRISTOLST SUN0070-0175 3+31.00 1 1-10 SUN0070-0180 6+63.00 1-10 1 VCP 1 24 1 332 10.20% 13838 B BRISTOLST SUN0070-0170 0+00.00 1 1-10 SUN0070-0175 3+31.00 1-10 1 VCP 1 24 1 318 10.20% 3938 B BRISTOLST SUN0070-0165 0+63.01 1 1-10 SUN0070-0170 0+00.00 1-10 1 VCP 1 8 1 63 10.53% 3938 B BRISTOLST SUN0070-0165 0+63.01 1 1-10 SUN0070-0170 0+00.00 1-10 1 VCP 21 1 63 10.53% 3938 C 17TH ST SUN0140-0525 14+75.00 1-8 SUN0140-0530 18+60.00 1-8 VCP 15 385 0.44% 3641 C 17TH ST SUN0140-0520 10+90.00 1-8 SUN0140-0525 14+75.00 1-8 VCP 15 385 0.44% 3641 C 17TH ST SUN0140-0515 7+22.80 1-8 SUN0140-0520 10+90.00 1-8 VCP 15 367 0.44% 3641 C 17TH ST SUN0140-0510 3+63.00 1-8 SUN0140-0515 7+22.80 1-8 VCP 15 360 0.44% 3640 C 17TH ST SUN0140-0455 125+94.60 1-8 SUN0140-0510 3+63.00 1-8 VCP 15 363 0.44% 3640 C MAIN ST SUN0140-0485 145+83.00 1-8 SUN0140-0490 147+78.60 1-8 VCP 10 196 0.48% 3640 C MAIN ST SUN0140-0480 142+30.00 1-8 SUN0140-0485 145+83.00 1-8 VCP 10 353 0.24% 3640 C MAIN ST SUN0140-0475 138+80.00 1-8 SUN0140-0480 142+30.00 1-8 VCP 10 350 0.24% 3640 C MAIN ST SUN0140-0470 135+20.00 1-8 SUN0140-0475 138+80.00 1-8 VCP 10 360 0.24% 3640 C MAIN ST SUN0140-0467 133+19.37 1-8 SUN0140-0470 135+20.00 1-8 VCP 10 201 0.24% 3640 C MAIN ST SUN0140-0465 130+08.90 1-8 SUN0140-0467 133+19.37 1-8 VCP 10 310 0.24% 3640 C MAIN ST SUN0140-0460 126+31.60 1-8 SUN0140-0465 130+08.90 1-8 VCP 10 377 0.24% 3640 C MAIN ST SUN0140-0455 125+94.60 1-8 SUN0140-0460 126+31.60 1-8 VCP 10 37 1.49% 3640 C MAIN ST SUN0140-0455 125+94.60 1-8 SUN0140-0460 126+31.60 1-8 VCP 10 37 1.49% 3640 C MAIN ST SUN0140-0450 121+98.60 1-8 SUN0140-0455 125+94.60 1-8 VCP 18 396 0.40% 3640 C MAIN ST SUN0140-0445 117+98.50 1-8 SUN0140-0450 121+98.60 1-8 VCP 18 400 0.40% 3640 C MAIN ST SUN0140-0440 114+02.00 1-8 SUN0140-0445 117+98.50 1-8 VCP 18 397 0.40% 3740 C MAIN ST SUN0140-0435 109+93.40 1-8 SUN0140-0440 114+02.00 1-8 VCP 18 409 0.40% 3740 C MAIN ST SUN0140-0430 105+15.70 1-8 SUN0140-0435 109+93.40 1-8 VCP 21 478 0.48% 3740 C MAIN ST SUN0140-0425 104+18.20 1-8 SUN0140-0430 105+15.70 1-8 VCP 21 98 0.48% 3740 C MAIN ST SUN0140-0420 102+06.00 1-8 SUN0140-0425 104+18.20 1-8 VCP 21 212 0.48% 3740 C MAIN ST SUN0140-0415 97+86.00 1-8 SUN0140-0420 102+06.00 1-8 VCP 21 420 0.48% 3740 C MAIN ST SUN0140-0410 93+49.63 1-8 SUN0140-0415 97+86.00 1-8 VCP 21 437 0.48% 3740 C MAIN ST SUN0140-0275 88+52.36 1-7 SUN0140-0410 93+49.63 1-8 VCP 21 494 0.48% 3740 C GRAND AV SUN0140-0400 73+24.80 1-9 SUN0140-0405 77+58.50 1-9 VCP 15 434 0.59% 3642 C GRAND AV SUN0140-0395 70+02.80 1-9 SUN0140-0400 73+24.80 1-9 VCP 15 322 0.59% 3642 C GRAND AV SUN0140-0390 67+40.63 1-9 SUN0140-0395 70+02.80 1-9 VCP 15 262 0.59% 3742 C GRAND AV SUN0140-0387 64+31.50 1-9 SUN0140-0390 67+40.63 1-9 VCP 15 309 0.59% 3742 C GRAND AV SUN0140-0385 61+97.50 1-9 SUN0140-0387 64+31.50 1-9 VCP 15 234 0.59% 3742 C GRAND AV SUN0140-0380 58+00.00 1-9 SUN0140-0385 61+97.50 1-9 VCP 15 398 0.59% 3742 C GRAND AV SUN0140-0375 53+70.55 1-9 SUN0140-0380 58+00.00 1-9 VCP 15 429 0.59% 3742 C GRAND AV SUN0140-0370 51+41.60 1-9 SUN0140-0375 53+70.55 1-9 VCP 15 229 0.59% 3742 C GRAND AV SUN0140-0365 50+09.78 1-9 SUN0140-0370 51+41.60 1-9 VCP 15 126 0.59% 3742 C FRUIT ST SUN0140-0360 46+93.30 1-9 SUN0140-0365 50+09.78 1-9 VCP 21 316 0.24% 3742 C FRUIT ST SUN0140-0355 41+12.17 1-9 SUN0140-0360 46+93.30 1-9 VCP 21 581 0.24% 3742 C FRUIT ST SUN0140-0350 37+90.54 1-9 SUN0140-0355 41+12.17 1-9 VCP 18 322 0.60% 3742 C FRUIT ST SUN0140-0345 37+04.00 1-9 SUN0140-0350 37+90.54 1-9 VCP 18 87 0.60% 3741 C FRUIT ST SUN0140-0340 34+42.50 1-9 SUN0140-0345 37+04.00 1-9 VCP 18 262 0.60% 3741 C FRUIT ST SUN0140-0335 31+88.68 1-9 SUN0140-0340 34+42.50 1-9 VCP 18 250 0.60% 3741 C SANTAANAAV SUN0140-0333 29+89.21 1-9 SUN0140-0335 31+88.68 1-9 VCP 18 198 0.60% 3741 C SANTAANAAV SUN0140-0330 27+73.25 1-9 SUN0140-0333 29+89.21 1-9 VCP 18 216 0.60% 3741 C SANTAANAAV SUN0140-0325 23+83.40 1-9 SUN0140-0330 27+73.25 1-9 VCP 18 390 0.60% 13741 C SANTAANAAV SUN0140-0320 21+86.00 1-9 SUN0140-0325 23+83.40 1 1-9 VCP 21 197 0.28% 3741 C SANTAANAAV SUN0140-0315 20+03.15 1-9 SUN0140-0320 21+86.00 1-9 VCP 21 183 0.28% 3841 C SANTAANAAV SUN0140-0310 15+83.20 1-9 SUN0140-0315 20+03.15 1-9 VCP 21 420 0.28% 3841 Assets marked in*are retained by OCSD and not included in this transfer. 1/10/2019 Exhibit B EXHIBIT B LIST OF ASSETS-PROPOSED TRANSFER OF SEWERS FROM ORANGE COUNTY SANITATION DISTRICT TO CITY OF SANTA ANA REACH STREET DOWNSTREAM MH STATION# PROJECT# UPSTREAM MH STATION# PROJECT# MATERIAL DIA in LEN ft SLOPE MAP PAGE C SANTAANAAV SUN0140-0305 12+52.65 1-9 SUN0140-0310 15+83.20 1-9 VCP 21 331 0.28% 3841 C SANTAANAAV SUN0140-0300 10+43.20 1-9 SUN0140-0305 12+52.65 1-9 VCP 21 209 0.28% 3841 C SANTAANAAV SUN0140-0295 10+29.33 1-9 SUN0140-0300 10+43.20 1-9 VCP 21 18 0.28% 3841 C SANTAANAAV SUN0140-0290 9+3S.35 1-9 SUN0140-0295 10+29.33 1-9 VCP 18 94 0.50% 3841 C SANTAANAAV SUN0140-0285 6+24.55 1-9 SUN0140-0290 9+35.35 1-9 VCP 18 311 0.50% 3840 C SANTAANAAV SUN0140-0280 3+14.88 1-9 SUN0140-0285 6+24.55 1-9 VCP 18 310 0.71% 3840 C SANTAANAAV SUN0140-0275 88+52.36 1-7 SUN0140-0280 3+14.88 1-9 VCP 21 319 0.21% 3840 C SANTAANAAV SUN0140-0270 86+68.06 1-7 SUN0140-0275 88+52.36 1-7 VCP 24 184 0.44% 3840 C SANTAANAAV SUN0140-0265 85+42.60 1-7 SUN0140-0270 86+68.06 1-7 VCP 24 125 0.40% 3840 C SANTAANAAV SUN0140-0260 82+21.94 1-7 SUN0140-0265 85+42.60 1-7 VCP 24 311 0.40% 3840 C BROADWAY SUN0140-0255 79+11.90 1-7 SUN0140-0260 82+21.94 1-7 VCP 24 310 0.60% 3840 C BROADWAY SUN0140-0250 75+91.70 1-7 SUN0140-0255 79+11.90 1-7 VCP 24 320 0.60% 3840 C BROADWAY SUN0140-0245 72+70.00 1-7 SUN0140-0250 75+91.70 1-7 VCP 24 322 0.60% 3840 C BROADWAY SUN0140-0240 70+50.00 1-7 SUN0140-0245 72+70.00 1-7 VCP 24 220 0.60% 3840 C BROADWAY SUN0140-0235 68+37.30 1-7 SUN0140-0240 70+50.00 1-7 VCP 24 230 0.60% 3840 C BROADWAY SUN0140-0230 68+20.00 1-7 SUN0140-0235 68+37.30 1-7 VCP 24 17 0.60% 3840 C BROADWAY SUN0140-0225 66+49.80 1-7 SUN0140-0230 68+20.00 1-7 VCP 24 170 0.60% 3840 C BROADWAY SUN0140-0220 62+79.50 1-7 SUN0140-0225 66+49.80 1-7 VCP 24 370 0.60% 3840 C BROADWAY SUN0140-0215 59+09.70 1-7 SUN0140-0220 62+79.50 1-7 VCP 24 370 0.60% 3840 C BROADWAY SUN0140-0210 55+67.00 1-7 SUN0140-0215 59+09.70 1-7 VCP 24 343 0.60% 3940 C BROADWAY SUN0140-0205 49+49.40 1-7 SUN0140-0210 55+67.00 1-7 VCP 24 618 0.60% 3940 C BROADWAY SUN0140-0200 44+70.40 1-7 SUN0140-0205 49+49.40 1-7 VCP 24 479 0.60% 3940 C BROADWAY SUN0140-0195 40+79.00 1-7 SUN0140-0200 44+70.40 1-7 VCP 24 391 0.60% 3940 C BROADWAY SUN0140-0190 36+19.00 1-7 SUN0140-0195 40+79.00 1-7 VCP 24 460 0.60% 3940 C BROADWAY SUN0140-0185 31+54.00 1-7 SUN0140-0190 36+19.00 1-7 VCP 24 465 0.88% 3940 C BROADWAY SUN0140-0180 26+78.40 1-7 SUN0140-0185 31+54.00 1-7 VCP 24 476 0.56% 4040 C BROADWAY SUN0140-0175 20+18.50 1-7 SUN0140-0180 26+78.40 1-7 VCP 24 660 0.56% 4040 C BROADWAY SUN0140-0170 13+20.30 1-7 SUN0140-0175 20+18.50 1-7 VCP 27 698 0.28% 4040 C BROADWAY SUN0140-0165 6+60.09 1-7 SUN0140-0170 13+20.30 1-7 VCP 27 660 0.28% 4040 C BROADWAY SUN0140-0160 0+15.00 1-7 SUN0140-0165 6+60.09 1-7 VCP 27 645 0.28% 4140 C BROADWAY SUN0140-0155 70+45.62 1-11 SUN0140-0160 0+15.00 1-7 VCP 27 76 5.95% 4140 C BROADWAY SUN0140-0150 64+00.30 1-11 SUN0140-0155 70+45.62 1-11 VCP 27 645 0.56% 4140 C BROADWAY SUN0140-0148 62+35.40 1-11 SUN0140-0150 64+00.30 1-11 VCP 27 150 0.56% 4140 C BROADWAY SUN0140-0147 59+60.40 1-11 SUN0140-0148 62+35.40 1-11 VCP 27 272 0.56% 4140 C BROADWAY SUN0140-0145 57+60.40 1-11 SUN0140-0147 59+60.40 1-11 VCP 27 218 0.56% 4140 C BROADWAY SUN0140-0140 54+42.50 1-11 SUN0140-0145 57+60.40 1-11 VCP 27 318 0.56% 4140 C BROADWAY SUN0140-0135 53+70.00 1-11 SUN0140-0140 54+42.50 1-11 VCP 24 73 1.26% 4140 C BROADWAY SUN0140-0130 49+00.00 1-11 SUN0140-0135 53+70.00 1-11 VCP 27 470 0.48% 4140 C BROADWAY SUN0140-0125 44+70.00 1-11 SUN0140-0130 49+00.00 1-11 VCP 27 493 0.48% 4240 C BROADWAY SUN0140-0120 37+45.72 1-11 SUN0140-0125 44+70.00 1-11 VCP 27 661 0.48% 4240 C BROADWAY SUN0140-0115 35+88.97 1-11 SUN0140-0120 37+45.72 1-11 VCP 30 164 0.28% 4240 C BROADWAY SUN0140-0110 32+49.00 1-11 SUN0140-0115 35+88.97 1-11 VCP 30 340 0.28% 4240 C BROADWAY SUN0140-0105 28+96.70 1-11 SUN0140-0110 32+49.00 1-11 VCP 30 357 0.28% 4240 C MAIN ST SUN0140-0100 26+99.00 1-11 SUN0140-0105 28+96.70 1-11 VCP 30 198 0.28% 4240 C MAIN ST SUN0140-0095 26+59.00 1-11 SUN0140-0100 26+99.00 1-11 VCP 24 40 1.57% 4240 C MAIN ST SUN0140-0095 26+59.00 1-11 SUN0140-0100 26+99.00 1-11 VCP 12 41 1.55% 4240 C MAIN ST SUN0140-0090 22+44.54 1-11 SUN0140-0095 26+59.00 1-11 VCP 30 414 0.36% 4240 C MAIN ST SUN0140-0085 18+79.44 1-11 SUN0140-0090 22+44.54 1-11 VCP 30 365 0.36% 4240 C MAIN ST SUN0140-0080 14+37.34 1-11 SUN0140-0085 18+79.44 1 1-11 VCP 33 442 0.20% 4340 C MAIN ST SUN0140-0075 9+00.00 1-11 2UN0140-0080 14+37.34 1-11 VCP 33 537 0.20% 4340 C MAIN ST SUN0140-0070 4+73.00 1-11 SUN0140-0075 9+00.00 1 1-11 1 VCP 33 427 0.20% 4340 C MAIN ST *SUN0140-0065 0+05.00 1 1-11 SUN0140-0070 4+73.00 1 1-11 1 VCP 33 468 0.20% 4340 Assets marked in*are retained by OCSD and not included in this transfer. 1/10/2019 Exhibit B EXHIBIT C C mI F hereon I� LA VETA �: t ORANGE ............ i garden Gro,:`e i — �'�� ••�•,^.._.._.y GARDEN GROVE i.._.._.._.--.._.._.•�' �. �.._..� ._.._..�.� ..I._..1 '_.._. 0ol _ W PARK LN O II i CI T■ O■ NµNERs:De DR o�51 z = 4 0 _ GARDEN GROVEIE BRAE 5 w E J Q s a w BUFFALO Q I E BUFFALO AVE Q I o _ A, EAVALCN AVE Z W CATALINA A': Q I r a z w j o iRwerVew a' s 4E21 S7 Ne ghtnrMnd d, 1Y 2.1.ST ° — E20TM W 19THST F 19TH ST II WESTMINS*SR m BIH CO) 17TH V, ........................................... i P� OJ ac`a I U) i DRUCE AVE ! 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Q \ SUNFLOW F i------------ ER_— ---- _ — — -- -sWi, 4� CI T Y �I , — CI T Y OF ---- 1 RVI NE ,P# HERE,Garmin,©OpenStreetMap contributors,and the GIS user community HATemporary-14 Days\Quynhl.Santa Ana wallmap 2015 24x22.mxd Reach A- 1st Street Orange County Sanitation District - - Reach B - Bristol Street Proposed Sewer Transfers - Reach C - Main St/Santa Ana Blvd/Broadway St/Grand Ave ��� �����'���� to City of Santa Ana �C4 I CITYNAME ALF — o � TUSTIN z J SANTA ANA Np <c ORANGE }4r IRVINE W E THE GARDEN GROVE FOUNTAIN VALLEY S COSTA MESA 0.5 0 0.5 Miles Exhibit Cl Disclaimer:Map prepared by Orange County Sanitation District.This map is intended for graphical representation only. No level of accuracy is claimed for the base mapping shown hereon and graphics should not be used to obtain coordinate values,bearings or distances.Portions of this derived product contain geographical information copyrighted by Thomas Brothers. All Rights Reserved. Source:OCSD GIS Data,Thomas Brothers 2015. Created:Aug.28,2018 � a V z �� co w z o 0 0 o x US Di J z LU o (D Rosda Park 0 � OP40A AVE 0 W 1ST ST NHP0100-0005 SE."LLT AVE NHP0100-0000:A ROOSEVELT AVE (OCSD) W y� J a � O SILVER DR -' SILVLR DR = D 3:.Lsri,HERE,Garmin,© _ UbpenStreetMap contributors, 00 nand the GIS user community :t 5TH ST c' m ., ;a rt Q LJ u W dTH ST _ �j w F o O w 're. Z y N 3RD ST w Cr i w O Oi O O O O O v- N N M O O O O O O p O O O O O O O 14' 2NDST O O O O O O WW WW W W 1ST Z z z zzz z z o Q o o O z O O C, 69 j a Q. W W LUCKY 'NX' / � � J LI 1S 1dELR1C '�R NE:: BRITAIN C1a1N J � w W En W a ':: BARBETTE A', <r o O T � ' QHeritage Park i W �J Y: CALMI-Er7 %T PCSLY ' W V D W iRATKINS WAY W = W NIC FADDEN AVE Ve MC FADDEN AVE a W l9 =� 7 U I -' eii W WISTEW-N c� o a a z 4 � Q N � J O W WISTERIA PL W FLIGHT AVE ~ to a7 W J 0 C? W ROBERTS DR cn Esri,HERE,Garmin,©OpenStreetMap contributors,and the GIS user community H\tlepl\ar-O P1—hgWguya—S Maps\City&SA-Sever Traref—Sapla Pne-R—h Amxtl Orange County Sanitation District Proposed Sewer Transfers to City of Santa Ana Reach A �11 SA"rrRT, Legend 4 a • Proposed Local Manholes to be transferred a ~ • OCSD Manhole to be retained pro Proposed Local Sewers to be transferred 4 N W E S Exhibit C2 0.25 0 0.25 Disclaimer:Map pmparetl by Ompge—ty S.,-,m,D',—t Tn's map',s'�me-mr graphical represe--ppy.No level of accuracy is cleimetl PorIM1e base mapping sM1ovm M1ereon stl gmpM1ics sM1wltl nol be usetl to oblein cooNinele values,bearings ar tllslences.Porlrons dlM1ls tlerrvetl protlud wnWin geograpM1kallnformelron wpyrgMeE by TM1omes BrolM1ers. Miles NI wgh.Reservetl. Soumz'.OCSD GIS D-Th---2015, Cmaletl:Jan.9.2019 SANTA CLARA AVE z f SUN0070-0320 v+ W cc } Y W z a N N W A:rALCN AV T7 rN Q ttr+A a'0 W W } SUN0070-0317 T cn rST v ;� N z o i W Q Q) rn W W d w � W h Cr W a ¢ p c4 0 %Y r l o �¢' } z z SUN0070-0315 0 Q a N J a z -' n o a w z z Cf }: z ^Z O 1� `t - -r z C F— F— W21ST SI 11 Sr ` J z m SUN0070-0310 z w w SUN0070-0305 °C ca Y: 20TH ST SUN0070-0300 19TH ST 14' 19THST Y: I�TH SUN0070-0295 SUN0070-0290 W 187HST 181HST O .: 18TH (11 17 T H ST SUN0070-0280 (Al 'uV 17 T H ST SUN0070-0275 'A 17TH ST fi) [, z w W 16TH ST w () .J "' ° Ve 16TH ST SUN0070-0270 W 15TH ST Y:14TH ST MERIDAY LN W 15TH ST Y q :i �- SUN0070-0265 Q1 tUO:'It LN VeMARTHA LN z o W ^ I- U) N z c� cc U Q N z z W WAS HINGTON AVE Al 11'AS H RJr T ,r - O SUN0070-0260 � w SUN0070-0255 � O w ► 0"/w 1 t Co r j Ji 12TH ST N W 12TH ST <t J LL w Z y- r C) .:. w J C� < p r p ,Z 0-1p p p z IT 11THST z ? 11' 11 T H S T SUN0070-0250 2 c w W t1' 10TH ST ~ 11' 10 T H S i SUN0070-0245 U � f. w cc_ z rl Salvadl W 9TH ST 7:9TH ST z > r .r z N 2 v� U o a x � } CIVIC CENTER DR z z a CI'v'IC 'ENTER DR b': CIVIC CENTER DR W SUN0070-0237 SUN0070-0240 CIVIC CENTER DR'v`: CIVIC CENTER DR 'A' q 0 c LM 0 w SUN0070-0235 ' x z 7TH SI `- 7TH ST p cn ¢ '.': , SUN0070-0230 n F p J u� av Of z 11'9T H ST w q W A'' 8TH ST SUN0070-0225 i Ss J ,NTA ANA BL''d 2 Ve 5T H ST N SUN0070-0220 Y: STH ;;. 11' STH ST SUN0070-0215 W 4TH ST WSANTA ANA BLVD SUN0070-0210 .-','SANTA ANA BLVD r- Ir ST W 3 R D ST SUN0070-0205 w O z Al 2ND ST SUN0070-0203 Z Birch Park 11' 2ND ST SUN0070-0200 N 2ND ST X p -Al 1 ST 1ST S T ',^i IS T ST SUN0070-0195 1ST ST SUN0070-0190 i^+' 1ST ST uT Y:WAL"OIt SUN0070-0185 W waLNur ST z -.r = w ;N r o c `41 ": III' SUN0070-0180 r, a Y: FINE Si INCL W r' W CHESTNUT A':E J Ce SUN0070-0175 Ve CHESTNUT AVE 1NCESS LN W DUCHESS 04 MYRTLE ST UN0070-0165 W MYRTLE S7 f- SUN0070-0170 SUN0070-0325 N Esri, HERE,Garmin,©OpenStreetMap contributors,and the GIS user community HATemporary-14 Days\QuynMSanta Ana-Reach B.mxd Legend Orange County Sanitation District Proposed Sewer Transfers • Proposed Local Manholes to be transferred to Cityof Santa Ana ��� ������'�� Proposed Local Sewers to be transferred Reach B 1WQ o � N 0 THE 7r W E S 0.35 0 0.35 Miles Exhibit C 3 Disclaimer:Map prepared by Orange County Sanitation District.This map is intended for graphical representation only. No level of accuracy is claimed for the base mapping shown hereon and graphics should not be used to obtain coordinate values,bearings or distances.Portions of this derived product contain geographical information copyrighted by Thomas Brothers. All Rights Reserved. Source:OCSD GIS Data,Thomas Brothers 2015. Created:Aug.28,2018 POrtol. w LL g w w N a SUN0140-0485 SUN0140-0490 E BUFFALO AVE Park z a a s a _ EAVALCN AVE R P w SUN0140-0480 2 i Z f- z z O In (Z' In O CATALIMA AVE RUer Vem ` s u SUN0140-0475 0 0 0 0 o E2lsr sr Ne ghb;rhood o Iy 207H ST C = SUN0140-0470 O C) O O O FXTH ST Pork z z 19THST SUN0140-0467 O O p p o E19THST , ,BIH 17TH ST SUN0140-0465 SUN0140-0460 c� SUN0140-0405 `ate SUN0140-0450 H Esc � SUN0140-0400 SUN0140-0445 Z SUN0140-0395 SUN0140-0440 CQ SUN0140-0390 C O Cn M h LO o SUN0140-0387 ,. , SUN0140-0435 en en O `"'p cn Mo 0 rr�N M en o 6 o 0 o d SUN0140-0385 Vl t1TN Si a HMO Ort O z SUN0140-0430 ,n o en 0 0 ( o o o o111'SUN0140-0380 o^ 00 00 M o d'*� I=, Z Z Z Z �o 0 0 0 0 o O ^o Z Z Z v�j y Cl)Z SUN0140-0375 P`i o 0 0 o d �* o Z N SUN0140-0370 rr �r rr �r o Z S v) SUN0140-0365 o o z y`� p FRUIT ST O O p `w?TH ST x z N O N O 3 W oTH�.� Cl) N Cl) N SUN0140-0260 SPN�P PN a "'sT 4T H SUN0140-0255 SUN0140-0250 ❑ `t J RD ST SUN0140-0245 Q w 2ND S7 Comm SUN0140-0240 a. s:IST ST Pa' SUN0140-0230 SUN0140-0235 (� SUN0140-0225 P:WALNU'.ST SUN0140-0220 SUN 1140-0215 w'CHESTNUT AVE SUN0140-0210 V:Lty RT LE ST J W CAMILE ST L SUN0140-0205 O I 1 W BISHOP ST r SUN0140-0200 /vN/) RICHLAND AVE SUN0140-0195 �ML HIGHLAND ST 0 Lid SUN0140-0190 Jerrni, Park MCFADDEN AVE SUN0140-0185 N LN ti SUN0140-0180 a SUN0140-0175 - N O O z } E WILSHIRL AVE � a M ac o � a W LA VERNE AVE SUN0140-0170 H w u W ELDER AVE 4 Y ~ x a W BORCHARD AVE SUN0140-0165 EDINGER AVE Nbdison rANrORD sr SUN0140-0160ISUN0140-0125 SUN0140-0155 Pa n� POMO NA ST SUN0140-0150 POLIO NA ST ENTAL ST SUN0140-0148 SUN0140-0147 SUN0140-0145 SUN0140-0140 E ST ANCREN PL SUN0140-0135 W O } N ❑ Y:HARVARD ST CALIDEN PL O SUN0140-0130 o o a a A'CAUDEN PL i N ,� u a o 01 N N hie mo naI Palk SUN0140-0120 w _ y� o N WARNER SUN0140-0115 SUN0140-0110 z s Adam' AVE SUN0140-0105 w5� Pork SUN0140-0100 W Rnc" <'C a SUN0140-0095 l4 FLORAS T w a )elhi w w a w SUN0140-0090 Park z 0 C O N a ° N y SUN0140-0085 W ADAMS ST N Z SUN0140-0080 �y 4 2 Q P� w " a I SUN0140-0075 a � DYER RD N SUN0140-0070 Q rn Thornton Park ..,qq4, ISUN0140-0065(OCSD) 1 f Esri, HERE,Garmin,©OpenStreetMap contributors,and the GIs user community H:\dept\eng\740 Plan ning\Nguyen\GIS Maps\City of SA-Sewer Transfers\Santa Ana-Reach C.mxd Orange County Sanitation District Proposed Sewer Transfers to City of Santa Ana Legend Reach C SAS co� � �o' Proposed Local Manholes to be transferred A OCSD Manhole to be retained 4 A +� Proposed Local Sewers to be transferred N T�*Q THE W E S 0.85 0 0.85 Miles Exhibit C4 Disclaimer:Map preparetl by Orange Counly Sanilalion DlsNct TM1ls map is lnlentletl for grapM1lcal represenlalion only.No level of accuracy is ciaimeb for the base mapping shown hereon anb graphics snwi0 not be use0 to obtain coorbinate values,Oea ngs or tllslances.PorOons of lM1ls tlerivetl protluq con geograpM1lcal lnlormalion copyrigMetl by TM1omas BrolM1ers. ai"9h1:ne:eryea. Source'.OCSD GIS Data,Thomas Brothers 2015. Crea d Jan.9,2019 ADMINISTRATION COMMITTEE Meeting Date To Bd. of Dir. 02/13/19 02/27/19 AGENDA REPORT Item Number Item Number 8 16 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: CONSIDERATION OF BUDGET ASSUMPTIONS AND BUDGET CALENDAR FOR PREPARATION OF THE FY 2019-20 BUDGET UPDATE GENERAL MANAGER'S RECOMMENDATION Approve the FY 2019-20 budget assumptions and direct staff to incorporate these parameters in preparing the FY 2019-20 budget update. BACKGROUND For the budget update process, the Administration Committee establishes the Budget Assumptions and approves the Budget Calendar. Staff will make a brief presentation at the Committee meeting. RELEVANT STANDARDS • Ensure the public's money is wisely spent • Produce appropriate financial reporting PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Currently, there are no proposed changes to the Orange County Sanitation District Fiscal Policy. The Fiscal Policy is published in the FY 2018-19 and FY 2019-20 Budget document (Section 3, Pages 1-8), and is available on the Orange County Sanitation District's website. ATTACHMENT 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: • Preliminary Budget Assumptions Highlights • Budget Update Calendar • Presentation - Administration Committee Meeting of February 13, 2019 Page 1 of 8 FY 2019-20 Preliminary Budget Assumptions Economic Assumptions • Inflation for Orange County in FY 2018-19 is projected to be 2.7 percent based on the 2018 projected percentage change in consumer price index obtained from the June 2018 Economic and Business Review report prepared by Chapman University. This is 0.3 percent higher than the 2.4 percent inflation factor that was used for the FY2018-19 budget. Revenue Assumptions • Based upon the revised Sewer Service Fee Rate Schedule approved by the Board in March 2018, the single-family residence (SFR) rate will increase by 1.2 percent to $339 in FY 2019-20. • Note that each $1 increase in the SFR rate generates approximately $900,000 per year. • The capital facilities capacity charge (CFCC) captures only those infrastructure costs that relate to additional capacity. The CFCC will increase for FY 2019-20 by the increase in the Engineering-News Record construction cost index. Other infrastructure cost such as improved treatment, rehabilitation, refurbishment, and replacement,will be supported through user fees. • In addition to the Facilities Master Plan adopted in December 2017, a rate study was completed in December 2017 to ensure that CFCC fee methodology remains equitable and to confirm that an appropriate share of system costs would be recovered from new development. • Revenues will be budgeted to reflect little growth in the 924,000 Equivalent Dwelling Unit (EDU) connections that have remained flat over the past five years. • Changes in permit user rates for flow, Biochemical Oxygen Demand (BOD) and Total Suspended Solids (TSS) are based upon the change in the SFR and will increase by 1.2 percent for 2019-20. • Annexation fees capture both the net current assets and the equivalent property tax allocations totaling $4,235 per acre. • Annexable property in the District's service area sphere is minimal; consequently, no FY 2019-20 income from annexation fees is anticipated. • Property tax revenue is preliminarily estimated to increase by approximately five percent from FY2018-19 to $104,535,000. A two percent annual increase in Assessed Value is authorized by the state constitution and is included in the increases noted above. The additional increase in assessed value is from authorized increases to market value when property is sold at a higher value. • Earnings on the investment of the District's operating cash and reserves will be budgeted at 2.0 percent of the average cash and investment balance projected for the fiscal year. • No additional debt issuance is scheduled for FY 2019-20. Page 2 of 8 FY 2019-20 Preliminary Budget Assumptions Operating Assumptions • Operating expenses are expected to approximate the adopted FY2018-19 budget of $161 million. • Average daily flows are projected at 190 mgd for FY 2018-19 and 191 mgd for FY 2019-20. The FY 2018-19 flow projection of 190 mgd reflects an increase of 4.7 mgd from the actual for the first 5 months of the current year and is 3 mgd above the final actual flow FY 2017-18. Employee/Staffing Assumptions • Staffing level is expected to remain essentially flat. No additional positions are anticipated. The total FY 2018-19 authorized staffing level is 636.00 FTEs, excluding Management Discretion positions. • Vacant positions as of 12/31/18 are budgeted at 50 percent of step 1 for the remainder of FY 2018-19 and at 100 percent of step 2 for FY 2019-20. • New positions will be projected at 100 percent of step 1 for FY 2019-20. • A 5.0 percent vacancy factor on authorized positions has been budgeted for FY 2018-19. The actual vacancy factor for 2017-18 was 7.8 percent, but is on a downward trend due to the streamlined recruitment process now in place. This vacancy factor accounts for time spent for recruitment and turnover. • The Memorandums of Understanding (MOUs) for the OCEA, the Local 501, and the Supervisor and Professional (SPMT) groups expire on June 30, 2019. Salary adjustments will be based on newly negotiated MOUs. • Retirement costs for employees enrolled in OCERS Plans G and H are estimated at a rate of 16.80 percent of the employee's base salary for FY 2019-20, up from 15.78 percent in FY 2018-19. The rates for Plans G and H include the District's pickup of 3.5 percent of employees' required contributions. Employees enrolled in OCERS Plan B are estimated at a rate of 11.25 percent of the employee's base salary for FY 2019-20, up from 10.21 percent in FY2018-19. All employees hired on or after January 1, 2013 are enrolled in OCERS Plan U and are estimated at a rate of 10.37 percent for FY 2019-20, up from 9.27 percent is FY 2018-19. Interns are not enrolled in OCERS so their retirement benefits are calculated at 6.2 percent (FICA rate). • Other employee benefits and insurances will be budgeted to increase in FY 2019-20 by moderate but yet to be determined amounts. Materials, Supplies, & Services Assumptions • The proposed operating budget will continue to reflect an emphasis on safety, security, and maintenance of plant assets and infrastructure. • An amount equal to half of one percent of the Operating materials and services budget will be a contingency for prior year re-appropriations. Since the current year's budget lapses on Page 3 of 8 FY 2019-20 Preliminary Budget Assumptions June 30, a contingency is needed in the succeeding budget year for goods or services ordered at the end of one budget year but not delivered until the following year. • An amount equal to 0.85 percent of the Operating materials and services budget will be the General Manager's contingency budget. These funds will be allocated to appropriate line items during the year after requests and justifications for unanticipated needs are approved by the General Manager. • Resource needs for strategic initiatives will be included in the budget. Capital Improvement Program Assumptions • The FY 2019-20 cash flow budget is based on the most current Validated Capital Improvement Program (CIP). • The baseline CIP cash flow for FY 2019-20 is $134 million. • Continual evaluation of the CIP by the Asset Management Team may result in deferral or reduction of some projects and a resultant change in O&M repair costs for materials and services, if the net cash flow impact is changed. • The FY 2019-20 CIP budget will only increase for critical projects which were not previously identified in the Strategic Plan Update. • For the first five months of FY 2018-19, $55.6 million of the $160.3 million CIP budget, approximately 34.7 percent, was expended. Debt Financing • The District will issue new debt in the form of Certificates of Participation (COP) as the chief mechanism for funding the CIP and to maintain reserves if required. • No additional debt issuance is scheduled for FY 2019-20. • Debt will only be used for CIP and capital expenses, not for operating expenses. • Capital financing plans no longer include future borrowings over the next ten years as the approved user fee schedule is considered sufficient. • Borrowing is proposed only for facilities which do not add capacity and that are funded by all users for replacement, rehabilitation, and improved treatment. Reserve Assumptions The existing reserve policy is summarized as follows: ► A cash flow criterion will be established to fund operations, maintenance and certificates of participation expenses for the first half of the fiscal year, prior to receipt of the first installment of the property tax allocation and sewer service user fees which are collected as a separate line item on the property tax bill. The level of this criterion will be established as the sum of an amount equal to six months operations and maintenance expenses and the total of the annual debt (COP) service payments due in August each year. Page 4of8 FY 2019-20 Preliminary Budget Assumptions ► An operating contingency criterion will be established to provide for non-recurring expenditures that were not anticipated when the annual budget and sewer service fees were considered and adopted. The level of this reserve will be established at an amount equal to ten percent of the annual operating budget. ► A capital improvement criterion will be maintained to fund annual increments of the capital improvement program. The long-term target is for one half of the capital improvement program to be funded from borrowing and for one half to be funded from current revenues and reserves. With this program in mind, the target level of this criterion has been established at one-half of the average annual capital improvement program over the next ten years. ► Catastrophic loss, or self-insurance, reserves will be maintained for property damage including fire, flood and earthquake, for general liability and for workers' compensation. This criterion is intended to work with purchased insurance policies, FEMA disaster reimbursements and State disaster reimbursements. The potential infrastructure loss from a major earthquake, of which the District currently has limited outside insurance coverage of$25 million, has been estimated to be as high as $1.3 billion. The level of this reserve has been set at$57 million should such a catastrophic event occur. This criterion amount will assist the District with any short-term funding needs until Federal and State assistance becomes available. ► Accumulated capital funds will be set aside for certain specific, short-term capital improvements as the need and availability arise. ► A capital replacement/renewal criterion has been established to provide thirty percent of the funding to replace or refurbish the current collection, treatment and disposal facilities at the end of their useful economic lives. Based on the Facilities Evaluation Report completed in December 2017, the current replacement value of these facilities is estimated to be $3.17 billion for the collection facilities and $6.94 billion for the treatment and disposal facilities. The initial criterion level has been established at $50 million, which will be augmented by interest earnings and a small portion of the annual sewer user fee, in order to meet projected needs through the year 2030. ► Provisions of the various certificates of participation (COP) issues require debt service reserves to be under the control of the Trustee for that issue. These reserve funds are not available for the general needs of the District and must be maintained at specified levels. The current level of required COP service reserves is projected to be $165.0 million. ► Accumulated funds exceeding the levels specified by District policy will be maintained in a rate stabilization fund. These funds will be applied to future years' needs in order to maintain rates or to moderate annual fluctuations. There is no established target for this criterion. Page 5 of 8 FY 2019-20 Budget Calendar Tasks Responsibility Event/Due Date PHASE I— BUDGET PREPARATION Preliminary Budget Assumptions Identified Financial Planning 12/21/18 Capital Improvement Program (CIP) —Annual Engineering Project Resource Forecast complete — review resources Management Office 1/11/19 needed to complete active CIP projects. (PMO) Preliminary Budget Assumptions & Draft Budget Financial Management 1/14/19 Calendar Presented to Managers Team (MT) Preliminary Budget Assumptions & Draft Budget Financial Management 1/14/19 Calendar Presented to Executive Management Team (EMT) Preparation for Budget Kickoff/Training Session: Financial Planning 1/22/19 • Salary and benefits download to Excel worksheets • Develop line item worksheets with mid-year actual expense • Prepare/update budget instruction manual Budget Kickoff/Training Session: Financial Planning 1/29/19 • Distribute budget instruction manual update • Conduct budget training session • Review submission deadlines Operating Divisional Budgets: New Position and Divisional Budget 2/8/19 Change to Existing Position Decision Packages Due to Coordinators Human Resources (Laura Maravilla, Ext. 7007) with copies to Alex Trinidad Operating Budget: Promotional Items Request Forms Divisional Budget 2/8/19 and Conference Request Forms Due to Lori Coordinators Karaguezian (Division 110) Capital Equipment Budget: Vehicle Capital Equipment Divisional Budget 2/8/19 Decision Packages Due to Fleet Services (Bob Bell, Coordinators Ext. 7214) Capital Equipment Budget: Computer Capital Divisional Budget 2/8/19 Equipment Decision Packages Due to Information Coordinators Technology (John Swindler, Ext. 7260) Budget Assumptions Presented to Administration Financial Management 2113/19 Committee Mid-Year Financial Report to Administration Financial Management 2/13/19 Committee Page 6 of 8 FY 2019-20 Budget Calendar Budget Assumptions Presented to the Board for Financial Management 2127/19 approval Mid-Year Financial Report Presented to the Board Financial Management 2/27/19 Division Budget Packages Due to Financial Planning: Divisional Budget 2/22/19 • Projection of 2018-19 actual operating costs Coordinators • Proposed operating costs for 2019-20 • Operating Budget Expense Detail • Meetings, Memberships and Training Requests • Capital Equipment Decision Packages (other than computer and vehicle decision packages which were due on 2/8/19) • New program decision packages (Financial Planning will collate and bind these items—along with salary information-into the Preliminary Division Budget Document for use during the budget review process.) Complete the Compilation of the Preliminary Division Financial Planning 2/28/19 Budget Update Packages CIP— Project Budget Reviews Complete Engineering PMO 3/1/19 Department Budget Narrative — Updates of the Department Budget 3/21/19 Budget Executive Summary Due to Financial Planning Coordinator CIP —Validated CIP budgets delivered to IT/Finance Engineering PMO 3/29/19 PHASE II - BUDGET REVIEW Divisional Budgets - Distribution of Preliminary Line Financial Planning 3/1/19 Item Requested Budgets to Department Heads and Managers along with Analysis/Questions for Review Operating Budget — Information on New Positions, Human Resources 3/8/19 Position Upgrades& Reclassifications Submitted to the General Manager Operating Budget — Division Budget Review Meetings Financial Planning & 3/4/19— 3/7/19 with Finance and Division Representatives Division Representatives Operating Budget - Completion of Preliminary Financial Planning 3/12/19 Divisional Budgets and Compilation into Departmental Budgets Operating Budget — Recommendations to General Financial Planning 3/13/19 Manager Final Operating Budget— General Manager Review of Financial Planning, 3/14/19— 3/20/19 Budget Recommendations General Manager, & Department Heads Page 7 of 8 FY 2019-20 Budget Calendar Capital Equipment Budget — Requests Reviewed & Financial Planning, 3/14/19 — 3/20/19 Approved General Manager, & Department Heads Operating Budget — Report of General Manager's General Manager 3/25/19 Decisions on New Positions, Position Upgrades & Reclassifications Submitted to the Financial Planning CIP —Approve Proposed CIP Budget EMT 3/26/19 CIP — Operations Committee information item — Engineering 5/2/19 Review of Proposed Budget PHASE III - BUDGET PRESENTATION Operating Budget—Presentation of Preliminary Budget Financial Management 4/1/19 Update by Division/Department to EMT Operating Budget Update—Overview to Administration Financial Management 4/10/19 Committee CIP — Final CIP Budget Document Preparation and Financial Planning 4/19/19 Incorporation into Final Budget Document CIP — Review draft of Final Budget Document pages Financial Planning 4/19/19 with Engineering Planning & PMO CIP— Section 8 Executive Summary complete Engineering Planning 4/26/19 Initial — Proposed Budget finalized Financial Planning 4/27/19 General Manager's Budget Message Completed General Manager/ 5/10/19 Financial Management Approval of General Manager's Budget Message General Manager 5/15/19 Final - Proposed Budget to Printer Financial Planning 5/22/19 PHASE IV- BUDGET DELIBERATIONS Final Draft - Proposed 2019-20 Budget Update Financial Management Ops —6/5/19 Presented to Committees Admin — 6/12119 Public Hearing & Board Adoption Board of Directors 6/26119 PHASE V— DISTRIBUTION OF BUDGET Final line item budget and equipment budgets posted Financial Planning 7/8/19 in H:\ntglobal Page 8 of 8 OCSD FY 2019 =20 Budget Update Budget Assumptions ■ M = Budget Development Assumptions Economics • Inflation for Orange County is projected to be approximately 2 .7%. Revenue • Based upon the revised Sewer Service Fee Rate Schedule approved by the Board in March 2018, the single-family residence (SFR) rate will increase by 1. 2% to $339 in FY 2019-20. Reserves • Current reserve policy is unchanged 0 M M Comparison of Single Family Residential Rates (July 2018) $1 ,000 $988 $900 $800 L c� $700 L Q $600 L � $500 o $400 $335 • $300 .� $200 167r�.02 $100 • • $0 � S Operatione.7 • Average daily flows are projected to be 191 mgd for FY2019-20. This projection reflects an expected increase of 5 .7 mgd from the actual for the first five months of the current year. • Operating expenses are expected to approximate the previously adopted FY 2018-19 budget of $ 161 Million . Staffing • Staffing level is expected to remain essentially flat. The current authorized staffing level is 636 FTE. • A 5% vacancy factor will be budgeted for authorized positions. • Salary adjustments will be based on newly negotiated MOUs. • Moderate increases in benefits are anticipated . capital Improvement Program (CIP) • Cash flow assumptions are based on the most recent validated CIP and the 2017 Facilities Master Plan . • Baseline CIP is $ 137 million for FY 2019-20. Debt Financing • The District will issue debt in the form of Certificates of Participation (COP) as the chief mechanism for funding the CIP and to maintain reserves if required . • No additional "new money" debt issuance is scheduled for FY 2019-20. Budget Summloram Revenues FY 19-20 Ten Year Cash Flow Fees and Charges $ 353M (74%) $ 3,727M (72%) Property Taxes 105M (22%) 1,252M (24%) Interest / Other 20M ( 4%) 207M ( 4%) Total Revenues $ 478M $ 5,186M Expenditures FY 19-20 Ten Year Cash Flow Operating $ 160M (42%) $ 1,823M (34%) CIP / RRR 137M (36%) 2,669M (51%) Debt Service 80M (21%) 740M (14%) Other 6M ( 1%) 33M ( 1%) Total Outlays $ 383M $5j265M Net Surplus (Deficit) $ 95M $ (79)M Budget Development Key Meeting Dates • FY 19-20 Budget Assumptions February • Review of Revenues March • Review of Expenditures April Budget Development Key Meeting Dates • Operations Committee Budget Overview May, June • Administration Committee Budget Elements Review May, June • Board Meeting FY 19-20 Budget Update Approval June Questions ? STEERING COMMITTEE Meeting Date To Bd. of Dir. 02/27/19 02/27/19 AGENDA REPORT Item Number Item Number 2 17 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: PROPOSED ANNEXATION NO. OCSD-65 — LOS ALISOS AREAS 1 AND 2 ANNEXATION GENERAL MANAGER'S RECOMMENDATION A. Authorize staff to annex 968.2 acres to Orange County Sanitation District in the Los Alisos Areas 1 and 2, within the City of Lake Forest; B. Authorize the General Manager to execute associated annexation documents in a form approved by General Counsel; and C. Adopt Resolution No. OCSD 19-02 entitled, "A Resolution of the Board of Directors of the Orange County Sanitation District authorizing initiation of proceedings and requesting the Orange County Local Agency Formation Commission to take proceedings for the annexation to the Orange County Sanitation District, of territory in Portola Hills and Baker Ranch per the May 8, 2017 Agreement with Irvine Ranch Water District, (Proposed Annexation No. OCSD-65 — Los Alisos Areas 1 and 2 Annexation); and repealing Resolution No. OCSD 18-10". BACKGROUND Irvine Ranch Water District (IRWD) provides wastewater collection and treatment within the boundaries of Orange County Sanitation District (Sanitation District); designated as Revenue Area 14. As such, IRWD is subject to the Sanitation District's Wastewater Discharge Regulations, Ordinance No. OCSD-48. The Wastewater Discharge Regulations are critical to assuring the Sanitation District maintains regulatory compliance and to assure the water received by the Groundwater Replenishment System meets pretreatment requirements. On December 31, 2000, IRWD was consolidated with the Los Alisos Water District and began to provide wastewater collection and treatment for the former Los Alisos Water District service area, an area outside of the Sanitation District's boundaries. However, portions within the Los Alisos area, Portola Hills (Los Alisos Area 1) and Baker Ranch (Los Alisos Area 2), have been rerouted to drain to IRWD's Michelson Water Recycling Plant within the Sanitation District's service boundaries. To accommodate flows from the Los Alisos Areas 1 and 2, the Sanitation District entered into an Out of Service Area Sewer Service Agreement with IRWD dated May 8, 2017. The agreement was intended to be a temporary measure until Los Alisos Areas 1 and 2 could be annexed into the Sanitation District through the Local Agency Formation Page 1 of 3 Commission (LAFCO) process. In the agreement, IRWD agreed to serve as applicant to the LAFCO for its future annexation to the Sanitation District. Recent discussions with LAFCO have revealed the Sanitation District needs to be the primary applicant for the annexation, not IRWD. RELEVANT STANDARDS • Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities PROBLEM Per the May 8, 2017 Agreement between the Sanitation District and IRWD, IRWD requires the Sanitation District's annexation of the Los Alisos Areas 1 and 2 to the Sanitation District's service area. PROPOSED SOLUTION Adopt a Resolution that will allow Sanitation District staff to process the application through the LAFCO approval process and repeal Resolution No. OCSD 18-10. TIMING CONCERNS The executed, out of service area sewer service agreement will expire May 8, 2020. RAMIFICATIONS OF NOT TAKING ACTION IRWD will not be in compliance with the terms of the current out of service area sewer service agreement. PRIOR COMMITTEE/BOARD ACTIONS June 2018 - Approved Resolution No. OCSD 18-10 supporting IRWD's application to expand Sanitation District's service boundary to include the Los Alisos Areas 1 and 2. April 2017 -Approved Agreement relating to IRWD Los Alisos Areas 1 and 2 and inclusion of flows in Revenue Area 14 flow calculations. ADDITIONAL INFORMATION The following documents are expected to be completed by staff and General Manager: • Orange County LAFCO Application • IRWD, Sanitation District, and South Coast Wastewater Authority memorandum of understanding regarding Area 2 pretreatment primacy Page 2 of 3 In support of the 2017 out of service area sewer service agreement and proposed annexation, the Sanitation District adopted Resolution No. OCSD 18-10 on June 27, 2018. During a preliminary annexation application interview with the Orange County LAFCO, IRWD was advised the Sanitation District shall be the applicant. This has triggered the need to repeal Resolution No. OCSD 18-10 and adopt a revised resolution via this agenda report. CEQA The project is exempt from CEQA under the Class 20 categorical exemptions set forth in CEQA Guidelines (14 California Code of Regulations) section 15320. Section 15320 (Class 20) "consists of changes in the organization or reorganization of local governmental agencies where the changes do not change the geographical area in which previously existing powers are exercised." Specifically, this project is exempt because this annexation is only an administrative boundary change of Sanitation District's service area. The annexation will not affect how sewerage services are provided in Los Alisos Areas 1 and 2 and will not alter the relationship between the Sanitation District and IRWD when it comes to providing sewerage services in this area. Accordingly, the annexation is a change in the organization of local governmental agencies that does not change the geographical area in which the Sanitation District's and IRWD's powers are exercised. A Notice of Exemption will be filed with the Orange County Clerk-Recorder's office after approval of this item. FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)are included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: • Resolution No. OCSD 19-02 RD:sa:gc Page 3 of 3 RESOLUTION NO. OCSD 19-02 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT AUTHORIZING INITIATION OF PROCEEDINGS AND REQUESTING THE ORANGE COUNTY LOCAL AGENCY FORMATION COMMISSION TO TAKE PROCEEDINGS FOR THE ANNEXATION TO THE ORANGE COUNTY SANITATION DISTRICT, OF TERRITORY IN PORTOLA HILLS AND BAKER RANCH PER THE MAY 8, 2017 AGREEMENT WITH IRVINE RANCH WATER DISTRICT, (PROPOSED ANNEXATION NO. OCSD-65 — LOS ALISOS AREAS 1 AND 2 ANNEXATION); AND REPEALING RESOLUTION NO. OCSD 18-10 WHEREAS, the Orange County Sanitation District ("OCSD") is a duly organized County Sanitation District, existing pursuant to the County Sanitation District Act, California Health & Safety Code Sections 4700 et seq. OCSD owns, operates, and maintains sewage collection, treatment, and disposal facilities; and WHEREAS, Irvine Ranch Water District ("IRWD") is organized and existing pursuant to the California Water District Law, California Water Code Section 34000 et seq. IRWD also owns, operates, and maintains sewage collection, treatment, recycling, and disposal facilities pursuant to powers granted by such Law; and WHEREAS, OCSD has established and maintains two (2) separate Revenue Areas, the Consolidated Revenue Area ("CRA") and Revenue Area 14 ("RA14"), to provide for, among other things, segregated accounting of revenues and expenses; and WHEREAS, RA14 lies entirely within IRWD's jurisdictional boundaries. IRWD provides local sewage collection service within RA14; and WHEREAS, IRWD delivers a portion of the sewage collected within IRWD's service area to OCSD's trunk sewer and treatment plant facilities for treatment and 1378342.1 OCSD 19-02-1 disposal, pursuant to the terms and conditions of those certain agreements between IRWD and OCSD, as the successor to County Sanitation District No. 14 of Orange County ("RA14 Agreements"); and WHEREAS, under the RA14 Agreements, IRWD pays a portion of OCSD capital costs based on OCSD's annual integration adjustment and Capital Outlay Revolving Fund ("CORF") sharing formulas, utilizing flows generated within RA14; and WHEREAS, sewage that IRWD collects in RA14 flows to either OCSD's facilities or IRWD's Michelson Water Recycling Plant ("MWRP") for treatment; and WHEREAS, OCSD provides secondary effluent to the Orange County Water District ("OCWD") for further treatment in the Ground Water Replenishment System ("GWRS"). OCWD uses GWRS product water to replenish the Orange County Groundwater Basin, a major source of drinking water. Because of the GWRS, all sewage originating in RA14 is subject to advanced source control requirements to limit substances that would render the sewage unsuitable for recycling in the GWRS; and WHEREAS, IRWD is prohibited from bringing sewage into OCSD's service area that may reach OCSD's facilities, directly or indirectly, without OCSD authorization; and WHEREAS, IRWD's service territory also includes areas that discharge sewage to IRWD's Los Alisos Water Recycling Plant ("LAWRP") and/or other treatment facilities, as depicted in the attached Agreement dated May 8, 2017 (Exhibit "A"), attached hereto and incorporated herein by this reference (the "Los Alisos Area"); and WHEREAS, IRWD currently is not authorized to discharge from LAWRP to MWRP via the San Diego Creek Interceptor Sewer, since this flow originates from outside of OCSD's service area; and 1378342.1 OCSD 19-02-2 WHEREAS, more particularly, the Los Alisos Area includes the following subareas, depicted in the Agreement dated May 8, 2017 attached hereto and incorporated herein by this reference: • Portion of Portola Hills ("Area 1") — flows were delivered by a lift station to Santa Margarita Water District's Chiquita Water Recycling Plant. IRWD has removed the lift station and constructed a gravity sewer that conveys Area 1 flows to MWRP; • Portion of Baker Ranch ("Area 2") — when Area 2 is developed, flows from a portion of the area will be tributary to MWRP, and flows from the remainder will be tributary to LAWRP; • The former Los Alisos Water District ("LAWD") service area, consolidated with IRWD on December 31, 2000, with IRWD as the consolidated successor district, ("Area 3") —flows are tributary to LAWRP, but could also be delivered to MWRP with system modifications; and WHEREAS, Areas 1, 2, and 3 of the Los Alisos Area are located outside of, but in close proximity to, the jurisdictional boundary of OCSD, and to provide for discharge capability from areas outside the OCSD boundary to RA14, an out-of-area service agreement is required between IRWD and OCSD; and WHEREAS, OCSD and IRWD have set forth the terms and conditions for an out-of-area service agreement that initially covers Areas 1 and 2; and WHEREAS, IRWD does not intend to send sewage, treated sewage, or solids from Area 3 to MWRP, or by extension, to OCSD facilities at this time; and WHEREAS, on June 27, 2018, the Board of Directors of the Orange County Sanitation District adopted Resolution No. OCSD 18-10, which supported IRWD's application to expand OCSD's service boundary for Areas 1 and 2. 1378342.1 OCSD 19-02-3 NOW, THEREFORE, in consideration thereof, the Board of Directors of the Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE, AND ORDER: Section 1: Expansion of Service Boundary and Sphere of Influence. OCSD is hereby authorized to initiate, and the Orange County Local Agency Formation Commission is requested to take, proceedings to expand OCSD's Service Boundary and Sphere of Influence to include Area 1 and Area 2 into RA14, the boundaries of which are more particularly described and delineated on Exhibit "B", attached hereto. Section 2: Authority. This proposal is made pursuant to the Cortese-Knox- Hertzberg Local Government Reorganization Act of 2000, California Government Code Section 56000, et seq. Section 3: Fees. The proposed boundary expansion shall be subject to all required fees. Section 4: Delivery to RA14 and OCSD. OCSD will allow IRWD's connection of its sewage collection systems serving Area 1 and Area 2 to IRWD's trunk sewer system having the capability of delivering flows to RA14 and OCSD facilities for conveyance, treatment, and disposal. Section 5: Industrial Waste Monitoring. Area 1 and 2 shall be subject to the Memorandum of Understanding between County Sanitation District No. 14 of Orange County, California and Irvine Ranch Water District Governing Industrial Waste Program Administration, dated February 11, 1987. All Class 1, Class 2, Urban Runoff, and Special Purpose Dischargers within Area 1 and Area 2 shall obtain permits from OCSD per OCSD Ordinance 48, which may be amended from time to time. 1378342.1 OCSD 19-02-4 Section 6: Resolution No. OCSD 18-10 adopted by the Board of Directors of the Orange County Sanitation District on June 27, 2018 is hereby repealed in its entirety. PASSED AND ADOPTED at a regular meeting of the Board of Directors held Feruary 27, 2019. David John Shawver Board Chairman ATTEST: Kelly A. Lore, MMC Clerk of the Board APPROVED AS TO FORM: Bradley R. Hogin General Counsel 1378342.1 OCSD 19-02-5 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 19-02 was passed and adopted at a regular meeting of said Board on the 27th day of February 2019, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 27th day of February 2019. Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District 1378342.1 OCSD 1 9-02-6 EXHIBIT A V (1,7"J/ AGREEMENT RELATING TO 0 R161*41 IRVINE RANCH WATER DISTRICT LOS ALISOS AREA AND INCLUSION OF FLOWS IN REVENUE AREA 14 FLOW CALCULATIONS p + THIS AGREEMENT is made and entered into, to be effective this Oday of 2017,by and between ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District, hereinafter referred to as "OCSD," and IRVINE RANCH WATER DISTRICT, hereinafter referred to as "IRWD." RECITALS WHEREAS, OCSD is a duly organized County Sanitation District, existing pursuant to the County Sanitation District Act, California Health& Safety Code Sections 4700 et seq., providing for the ownership, operation, and maintenance of sewage collection,treatment, and disposal facilities; and WHEREAS, IRWD is organized and existing pursuant to the California Water District Law, California Water Code Section 34000 et seq., and also owns, operates, and maintains sewage collection, treatment, recycling and disposal facilities pursuant to powers granted by such Law; and WHEREAS, OCSD has established and maintains two (2) separate Revenue Areas, the Consolidated Revenue Area(CRA) and Revenue Area 14 (RA14),to provide for, among other things, segregated accounting of revenues and expenses; and WHEREAS, RA14 is entirely within IRWD's jurisdictional boundaries, and within said boundaries IRWD provides local sewage collection service and delivers a portion of the sewage collected within IRWD's service area to OCSD's trunk sewer and treatment plant facilities for 1 1213387.3 treatment and disposal,pursuant to the terms and conditions of those certain agreements between IRWD and OCSD, as the successor to County Sanitation District No. 14 of Orange County ("RA14 Agreements"); and WHEREAS,the RA14 Agreements provide for IRWD's use and funding of capacity and ownership equity on the basis of OCSD's annual integration adjustment and Capital Outlay Revolving Fund ("CORF")-sharing formulas, utilizing flows generated within RA14; and WHEREAS, RA14 encompasses the portions of IRWD's service area from which sewage flows are diverted to OCSD's regional treatment facilities or are capable of being discharged either to IRWD's Michelson Water Recycling Plant("MWRP") or OCSD's regional treatment facilities, and through RA14 and OCSD trunk sewers, OCSD conveys to its regional treatment and disposal facilities the sewage flows from the portion of the IRWD service area that are in excess of the amount of sewage IRWD delivers to MWRP; and WHEREAS, OCSD, in partnership with Orange County Water District, is engaged in the indirect potable reuse of sewage through the Ground Water Replenishment System, and the treated effluent tributary to the Ground Water Replenishment System, including all sewage and urban runoff diversions from RA14, is subject to advanced source control requirements to limit substances that would render the sewage unsuitable for subsequent indirect potable reuse; and WHEREAS, IRWD is prohibited from bringing sewage into OCSD's service area that may reach OCSD's facilities, directly or indirectly, without OCSD authorization; and WHEREAS, IRWD's service territory also includes areas that discharge sewage to IRWD's Los Alisos Water Recycling Plant("LAWRP") and/or other treatment facilities, as depicted in Exhibit"A," attached hereto and incorporated herein by this reference (the "Los Alisos Area"); and 2 1213387.3 WHEREAS, IRWD currently is not authorized to discharge from LAWRP to MWRP via the San Diego Creek Interceptor Sewer, since this flow originates from outside of OCSD's service area; and WHEREAS, more particularly, the Los Alisos Area includes the following subareas, depicted in Exhibit"A," attached hereto and incorporated herein by this reference: • Portion of Portola Hills ("Area I")—flows were delivered by a lift station to Santa Margarita Water District's Chiquita Water Recycling Plant. IRWD has removed the lift station and constructed a gravity sewer that conveys Area I flows to MWRP; • Portion of Baker Ranch("Area 2")—when Area 2 is developed, flows from a portion of the area will be tributary to MWRP, and flows from the remainder will be tributary to LAWRP; • The former Los Alisos Water District (LAWD) service area, consolidated with IRWD on December 31, 2000, with IRWD as the consolidated successor district, ("Area 3")—flows are tributary to LAWRP, but could also be delivered to MWRP with system modifications; and WHEREAS, Areas 1, 2 and 3 of the Los Alisos Area are located outside of, but in close proximity to, the jurisdictional boundary of OCSD, and to provide for discharge capability from areas outside the OCSD boundary to RA14, an out-of-area service agreement is required between IRWD and OCSD; and WHEREAS, OCSD and IRWD intend to set forth the terms and conditions for an out-of- area service agreement that will initially cover Areas I and 2 (referred to hereafter as the "Included Area"); and WHEREAS, IRWD does not intend to send sewage, treated sewage or solids from Area 3 to MWRP, or by extension to OCSD facilities at this time; and WHEREAS, because the flows to RA14 from the Included Area, as measured through the 3 1213387.3 Main Street Flume as sewage or diverted solids, constitute flows that are tributary to MWRP,the Parties have determined that the formula adjustment of flows to highest-four-months, specified in the RA14 Agreements for purposes of calculating IRWD's annual integration adjustment and CORF-sharing allocation, shall be applicable to flows from the Included Area conveyed to the RA14 and OCSD regional collection,treatment and disposal facilities; AGREEMENT NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto agree as follows: Section 1: Out of Area Service. OCSD and IRWD agree that the Included Area shall receive out-of-area service from OCSD under the terms and conditions of this Agreement. At the effective date of this Agreement, the Included Area shall consist of Area 1 and Area 2 only. Area 3 is specifically excluded from this Agreement at this time and flows from Area 3 will not be allowed to be conveyed to RA14 or by extension to MWRP as these flows of sewage and sludge would be tributary to OCSD. Section 2: Delivery to RA14 and OCSD. OCSD agrees to IRWD's connection of its sewage collection systems serving the Included Area to IRWD's trunk sewer system having the capability of delivering flows to RA14 and OCSD facilities for conveyance, treatment and disposal. Section 3: Addition of Included Areas Flows to RA14 Flows. For purposes of determining the RA14 share of the OCSD CORF and operation and maintenance costs, RA14 will be charged for flows and/or solids delivered from the Included Area to OCSD's regional trunk sewer system in the same manner as for other RA14 flows measured at the Main Street Flume,pursuant to the RA14 Agreements. This flow information shall be displayed via the 4 1213387.3 Monthly Gallonage Summary Report that is generated by OCSD. Section 4: Inclusion in RA14 Cost Sharing To Be In Lieu of OCSD Charges. In consideration of the application of the funding obligations with respect to the Los Alisos Area flows as described in Section 2, no capital facilities charges, connection charges or other charges shall be owed to OCSD for the Included Area. Section 5: Industrial Waste Monitoring. The parties agree that Area 1 and 2 shall, upon becoming an Included Area, be subject to the Memorandum of Understanding between County Sanitation District No. 14 of Orange County, California and Irvine Ranch Water District Governing Industrial Waste Program Administration, dated February 11, 1987. All Class 1, Class 2, Urban Runoff, and Special Purpose Dischargers shall obtain permits from OCSD per OCSD Ordinance 48, which may be amended from time to time. IRWD and OCSD shall bring the Included Area into permit compliance within 120 days of the effective date of this Agreement. All OCSD permit fees and charges shall be billed to IRWD as any RA14 permit would be billed. IRWD shall collect any user fees directly from customers. Section 6: Termination. This agreement shall terminate three years after the effective date. This term will allow for the lawful conveyance of sewage from the Included Area while the Parties work to agree on a longer-term plan for the service provision to the Los Alisos Area. The Parties acknowledge their mutual intention that the longer-term plan will be implemented by seeking annexation of the Included Area to OCSD, along with OCSD's administrative inclusion of the Included Area in RA14. The Parties agree to work diligently and in good faith to pursue such actions as expeditiously as possible. IRWD agrees to serve as the applicant to the Local Agency Formation Commission for the annexation of the Included Area to OCSD. Section 7: Entire Agreement. This instrument contains the entire agreement between 5 1213387.3 the parties relating to the rights herein granted and the obligations herein assumed. IN WITNESS WHEREOF, this Agreement has been executed in duplicate in the names of the respective Districts by their duly authorized officers, effective as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By egory C. 6Vburn, PLS Chair, Board of Directors By _ Q$ O� Ke y A. re, CMC !.F �- Clqrk o t e Board APPROVED AS TO FORM: BRADLEY R. HOGIN, DISTRICT COUNSEBy IRVINE RANCH WATER DISTRICT By General Manager By 1..k 1 Secretary APPROVED AS TO FORM: BOWIE, ARNESON, WILES & GIANNONE By 6 1213387.3 the parties relating to the rights herein granted and the obligations herein assumed. IN WITNESS WHEREOF,this Agreement has been executed in duplicate in the names of the respective Districts by their duly authorized officers, effective as of the day and year first above written. ORANGE COUNTY SANITATION DISTRICT By. Gre o . Sebourn, PL Chair Board of Directors By ru Kel A. L M I I f- �— Cleft of IV oard APPROVED AS TO FORM: BRADLEY R. HOGIN, DISTRICT COUNSE By IRVINE RANCH WATER DISTRICT By General M er Y Secretary APPROVED AS TO FORM: BOWIE,ARNESON, WILES &GI NNONE B I1�1� Y 71Z 12 3387.3 OCSD/IRWD SANTIAGO CANYON 116M16)a Out of Area Service Agreement IRWD Los Alisos Area \ April 2017 Area�3 v A. rea 1 `i 0 or ti - PORTOLA Aft f - GP CHO 1' Area:2 OCIMPIAD C m \ m moo', Area ➢ ', � I o .A, O¢4i F A O 9LC0 Ir 0 \ F- w TOLEp / �1 i BARG,� RO��tilp 1 Legend ° Sewer Service Area Areal - Portola Hills Area 2- Baker Ranch Area 3- IRWD/SOCWA Area 3-TCWD/SOCWA ~ ROC�_� J � IRWD/OCSD J � CENTER- E IR�INE � --�_ \ AV NI A pELA CARLOT4 ��� 0 0.3 0,6 f % 1 5 Miles x14HnMn01GIS�PtopeemNooihon.LFA_OCSO7_OutotkearmtO IF OCSD_SA2017Graysc le m d EXHIBIT B OCSD/IRWD OC LAFCO APPLICATION Area 1-PORTOLA HILLS Los Alisos Area PARCELAPN STADDR STCITY STSTATE STZIP LEGALFULL 104-142-20 LOT:9 TR#:671 A TR RO CANADA DE LOS ALISOS BLK LOT 9 RO CANADA DE LOS ALISOS POR LOTS 9 AND 10 104-142-22 LOT:8 TR#:671 A TR RO CANADA DE LOS ALISOS BLK LOT 8 RO CANADA DE LOS ALISOS LOT 134.04 AC M/L IN 104-142-24 606-161-12 P BK 192 PG 5 PAR 17 P M 192-05 PAR 17 POR OF PAR 606-202-10 18801 VISTA PORTOLA TRABUCO CANYON CA 92679 LOT:21 TR#:13028 N TR 13028 BLK LOT 21 606-202-11 18811 VISTA PORTOLA TRABUCO CANYON CA 92679 LOT:20 TR#:13028 N TR 13028 BLK LOT 20 606-202-12 18815 VISTA PORTOLA TRABUCO CANYON CA 92679 LOT:19 TR#:13028 N TR 13028 BLK LOT 19 606-202-14 18831 VISTA PORTOLA TRABUCO CANYON CA 92679 LOT:17 TR#:13028 N TR 13028 BLK LOT 17 606-202-16 18845 VISTA PORTOLA TRABUCO CANYON CA 92679 LOT:15 TR#:13028 N TR 13028 BLK LOT 15 606-202-17 18851 VISTA PORTOLA TRABUCO CANYON CA 92679 LOT:14 TR#:13028 N TR 13028 BLK LOT 14 606-202-18 18861 VISTA PORTOLA TRABUCO CANYON CA 92679 LOT:13 TR#:13028 N TR 13028 BLK LOT 13 606-202-20 18871 VISTA PORTOLA TRABUCO CANYON CA 92679 LOT:19 TR#:13029 N TR 13029 BLK LOT 19 606-202-22 18891 VISTA PORTOLA TRABUCO CANYON CA 92679 LOT:17 TR#:13029 N TR 13029 BLK LOT 17 606-202-23 18895 VISTA PORTOLA TRABUCO CANYON CA 92679 LOT:16 SUBD:ALDERWOOD TR#:13029 N TR 13029 BLK LOT 16 606-202-39 LOT:A TR#:13029 N TR 13029 BLK LOT A 606-202-08 28715 VISTA SANTIAGO RD TRABUCO CANYON CA 92679 LOT:23 TR#:13028 N TR 13028 BLK LOT 23 606-202-09 28711 VISTA SANTIAGO RD TRABUCO CANYON CA 92679 LOT:22 TR#:13028 N TR 13028 BLK LOT 22 606-202-13 18821 VISTA PORTOLA TRABUCO CANYON CA 92679 LOT:18 TR#:13028 N TR 13028 BLK LOT 18 606-202-15 18841 VISTA PORTOLA TRABUCO CANYON CA 92679 LOT:16 TR#:13028 N TR 13028 BLK LOT 16 606-202-19 18865 VISTA PORTOLA TRABUCO CANYON CA 92679 LOT:12 TR#:13028 N TR 13028 BLK LOT 12 606-202-21 18881 VISTA PORTOLA TRABUCO CANYON CA 92679 LOT:18 TR#:13029 N TR 13029 BLK LOT 18 606-161-27 LOT:G TR#:13335 N TR 13335 BLK LOT G TR NO 13335 LOT G POR LOT 606-161-27 P BK 192 PG 5 PAR 14 P M 192-5 PAR 14 POR OF PAR 104-142-26 LOT:10 TR#:671 A TR RO CANADA DE LOS ALISOS BLK LOT 10 RO CANADA DE LOS ALISOS POR LOT 10 612-141-02 LOT:8 TR#:14951 TR NO 14951 LOT 8-ASSESSED UND 100%-COUNTY OF ORANGE-WHOLLY EXEMPT 606-161-29 P BK 192 PG 5 PAR 14 PM 192-05 PAR 14 POR OF PAR 612-064-01 LOT:23 TR#:14045 N TR 14045 BLK LOT 23 606-161-10 P BK 192 PG 5 PAR 17 P M 192-05 PAR 17 POR OF PAR 606-251-16 LOT:E TR#:13335 N TR 13335 BLK LOT E 606-281-02 LOT:C TR#:13310 N TR 13310 BLK LOT C 606-261-15 19056 WILLOW BROOK LN TRABUCO CANYON CA 92679 LOT:23 TR#:13310 N TR 13310 BLK LOT 23 606-261-18 28491 CEDAR RIDGE RD TRABUCO CANYON CA 92679 LOT:20 TR#:13310 N TR 13310 BLK LOT 20 606-441-01 LOT:4 P BK 192 PG 5 PAR 2 PM 192-5 PAR 2 POR OF PAR(L-A 89-684356 POR PAR 606-441-01 LOT:3 TR#:13310 TR 13310 LOT 3 POR OF LOT AND POR OF LOTS 4&5(L-A 89-684356 POR PAR 4) 606-441-07 LOT:4 P BK 192 PG 5 PAR 2 P M 192-5 PAR 2 POR OF PAR AND POR OF PARS 16& 606-261-21 28531 CEDAR RIDGE RD TRABUCO CANYON CA 92679 LOT:17 SUBD:ANTIGUA PORTOLA HILLS TR#:13310 N TR 13310 BLK LOT 17 606-261-22 28551 CEDAR RIDGE RD TRABUCO CANYON CA 92679 LOT:16 TR#:13310 N TR 13310 BLK LOT 16 606-261-20 28521 CEDAR RIDGE RD TRABUCO CANYON CA 92679 LOT:18 TR#:13310 N TR 13310 BLK LOT 18 606-273-03 28571 CEDAR RIDGE RD TRABUCO CANYON CA 92679 LOT:13 TR#:13310 N TR 13310 BLK LOT 13 606-273-04 28581 CEDAR RIDGE RD TRABUCO CANYON CA 92679 LOT:12 TR#:13310 N TR 13310 BLK LOT 12 606-273-02 28565 CEDAR RIDGE RD TRABUCO CANYON CA 92679 LOT:14 TR#:13310 N TR 13310 BLK LOT 14 606-273-05 28591 CEDAR RIDGE RD TRABUCO CANYON CA 92679 LOT:11 SUBD:ANTIGUA TR#:13310 N TR 13310 BLK LOT 11 606-272-78 28582 CEDAR RIDGE RD TRABUCO CANYON CA 92679 LOT:38 TR#:13310 N TR 13310 BLK LOT 38 LOT:8 SUBD:PORTOLA HILLS II TR#:13310 N TR 13310 BLK LOT 8 TRACT NO 13310 LOT 8 AND P M 192-05 PAR 2 POR 606-273-17 28621 CEDAR RIDGE RD TRABUCO CANYON CA 92679 OF 606-273-18 28631 CEDAR RIDGE RD TRABUCO CANYON CA 92679 LOT:7 TR#:13310 N TR 13310 BLK LOT 7 TRACT NO 13310 LOT 7 AND P M 192-05 PAR 2 POR OF 606-273-10 28641 CEDAR RIDGE RD TRABUCO CANYON CA 92679 LOT:6 TR#:13310 N TR 13310 BLK LOT 6 606-273-19 28651 CEDAR RIDGE RD TRABUCO 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N TR 17541 BLK LOT 63 610-611-10 25 LAVENDER LAKE FOREST CA 92630 TR#:17541 N TR 17541 BLK LOT 65 610-611-06 33 LAVENDER LAKE FOREST CA 92630 TR#:17541 N TR 17541 BLK LOT 61 610-611-08 37 LAVENDER LAKE FOREST CA 92630 TR#:17541 N TR 17541 BLK LOT 59 610-611-17 43 LAVENDER LAKE FOREST CA 92630 TR#:17541 N TR 17541 BLK LOT 56 610-611-16 41 LAVENDER LAKE FOREST CA 92630 TR#:17541 N TR 17541 BLK LOT 57 610-611-58 TR#:17541 N TR 17541 BLK LOT H 610-611-18 45 LAVENDER LAKE FOREST CA 92630 TR#:17541 N TR 17541 BLK LOT 55 610-611-19 47 LAVENDER LAKE FOREST CA 92630 TR#:17541 N TR 17541 BLK LOT 54 610-611-01 TR#:17541 N TR 17541 BLK LOT 70 610-611-55 TR#:17541 N TR 17541 BLK LOT F 610-611-12 TR#:17541 N TR 17541 BLK LOT 71 610-611-11 19 LAVENDER LAKE FOREST CA 92630 TR#:17541 N TR 17541 BLK LOT 68 610-611-15 TR#:17541 N TR 17541 BLK LOT 66 610-611-14 13 LAVENDER LAKE FOREST CA 92630 TR#:17541 N TR 17541 BLK LOT 67 610-611-13 11 LAVENDER LAKE FOREST CA 92630 TR#:17541 N TR 17541 BLK LOT 72 610-611-46 417 ENCLAVE CIR COSTA MESA CA 92626 TR#:17541 N TR 17541 BLK LOT 78 610-611-45 37 BLUEBELL LAKE FOREST CA 92630 TR#:17541 N TR 17541 BLK LOT 79 610-611-21 TR#:17541 N TR 17541 BLK LOT 52 610-611-23 55 LAVENDER LAKE FOREST CA 92630 TR#:17541 N TR 17541 BLK LOT 50 610-611-64 TR#:17541 N TR 17541 BLK LOT W 610-611-65 TR#:17541 N TR 17541 BLK LOT X 610-611-48 82 LAVENDER LAKE FOREST CA 92630 TR#:17541 N TR 17541 BLK LOT 74 610-611-49 TR#:17541 N TR 17541 BLK LOT 77 610-611-53 80 LAVENDER LAKE FOREST CA 92630 TR#:17541 N TR 17541 BLK LOT 75 Area2—Add resses.xlsx 6 of 6 4:13 PM s r9 OCSD cqNYON a Annexation Areas Overview IRWD October 2018 Area 1 G P RT LA 1 P S O Area,l2 9� Y = Oa0 OCSD Service Boundary BREA IRWD Service Area FULLERTON �YORBALINDA WALNUTCANYON PR ES ANAHEIM �V y R B CO ORANGE'-�'5 RDEN GROVE EAL WESTMI TER CflUN TY Annexation Area EACH SANTAANA EDO ti OUNTAI vALLEY West Lange Ca rtty Jud 0 0.25 0.5❑strict I Miles HUNTINGTON STA MESA BEACH Legend SSION SA A RTB VIEJD M4 ARI ®Annexation Areas I�Jfl HILUL Q IRWD Service Boundary UNINCORPORATEC I Trabuco Canyon Water District Service U GU COUNTY C NIGUE Area Tributary to SOCWA PACIFIC OCEAN SAN J UA PISTRA OCSD Service Area SO CWA Bo u nd ary 0 IRWD Service Area Tributary to SOCWA 0 SOCWA Service Area S:\PLANNING\Hydraulic_Model ing_Ana lysis\OCS D_Annexation\RA14_Annexation_BoundaryFigure.mxd 1 WOODRUFF, SPRADUN&SMART CLOSED SESSION 1 A P r o f e s s i o n a l C o r p o r a t i o n 555 ANTON BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)558-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: February 15, 2019 RE: Closed Session Items The Board of Directors will hold a closed session on February 27, 2019 for the purpose of conferring with its negotiators regarding the purchase of real property. The negotiating parties and property are as follows: MCA Realty, Inc, 7311 Doig Drive Garden Grove, CA - APN No. 131-651-20. The District's negotiators are General Manager, Jim Herberg; Assistant General Manager,Robert Thompson; and Assistant General Manager,Lorenzo Tyner. Said closed session will be held pursuant to authority of California Government Code Section 54956.8. Respectfully submitted, By. /4 4 Bradle R. Hogin, general Counsel 1386475.1 RITA WOODRUFF, SPRADLIN&SMART ► A P „ f , , , , , � . I CLOSEDSESSION2 555 ANTON BOULEVARD, SUITE 1200 COSTA MESA, CA 92626-7670 (714)558-7000 MEMORANDUM TO: Hon. Chair and Members of the Orange County Sanitation District Board of Directors FROM: Bradley R. Hogin, Esq. General Counsel DATE: February 20, 2019 RE: Closed Session Items The Board of Directors will hold a closed session on February 27, 2019 for the purpose of conferring with its labor negotiators to discuss negotiations with the International Union of Operating Engineers Local 501, the Orange County Employees Association, and the Supervisors and Professionals Group. The Agency Designated Representatives are Laura Kalty, Liebert Cassidy Whitmore, James Herberg, Lorenzo Tyner, and Celia Chandler. The closed session will be held pursuant to authority of California Government Code Section 54957.6. Respect submitted, By: iS Bradley A. Hogin, G neral Counsel 1387105.1 ORANGE COUNTY SANITATION DISTRICT COMMON ACRONYMS Association of California Local Agency Formation Regional Water Quality ACWA Water Agencies LAFCO Commission RWQCB Control Board APWA American Public Works LOS Level Of Service SARFPA Santa Ana River Flood Association Protection Agency AQMD Air Quality Management MGD Million Gallons Per Day SARI Santa Ana River District Interceptor ASCE American Society of Civil MOU Memorandum of SARWQCB Santa Ana Regional Water Engineers Understanding Quality Control Board BOD Biochemical Oxygen Demand NACWA National Association of Clean SAWPA Santa Ana Watershed Water Agencies Project Authority CARB California Air Resources NEPA National Environmental SCADA Supervisory Control And Board Policy Act Data Acquisition California Association of Non-Governmental Southern California CASA Sanitation Agencies NGOs Organizations SCAP Alliance of Publicly Owned Treatment Works CCTV Closed Circuit Television NPDES National Pollutant Discharge SCAQMD South Coast Air Quality Elimination System Management District CEQA California Environmental NWRI National Water Research SOCWA South Orange County Quality Act Institute Wastewater Authority CIP Capital Improvement O& M Operations&Maintenance SRF Clean Water State Program Revolving Fund CRWQCB California Regional Water OCCOG Orange County Council of SSMP Sewer System Quality Control Board Governments Management Plan CWA Clean Water Act OCHCA Orange County Health Care SSO Sanitary Sewer Overflow Agency CWEA California Water Environment OCSD Orange County Sanitation SWRCB State Water Resources Association District Control Board EIR Environmental Impact Report OCWD Orange County Water District TDS Total Dissolved Solids EMT Executive Management Team OOBS Ocean Outfall Booster Station TMDL Total Maximum Daily Load EPA US Environmental Protection OSHA Occupational Safety and TSS Total Suspended Solids Agency Health Administration Professional Waste Discharge FOG Fats, Oils, and Grease PCSA Consultant/Construction WDR Requirements Services Agreement gpd gallons per day PDSA Professional Design Services WEF Water Environment Agreement Federation GWRS Groundwater Replenishment POTW Publicly Owned Treatment WERF Water Environment& System Works Reuse Foundation ICS Incident Command System ppm parts per million WIFIA Water Infrastructure Finance and Innovation Act Integrated Emergency Professional Services Water Infrastructure IERP Response Plan PSA Agreement WIIN Improvements for the Nation Act JPA Joint Powers Authority RFP Request For Proposal WRDA Water Resources Development Act ORANGE COUNTY SANITATION DISTRICT GLOSSARY OF TERMS ACTIVATED SLUDGE PROCESS—A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater. BENTHOS —The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also known as the benthic zone. BIOCHEMICAL OXYGEN DEMAND (BOD) — The amount of oxygen used when organic matter undergoes decomposition by microorganisms.Testing for BOD is done to assess the amount of organic matter in water. BIOGAS—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used as a fuel. BIOSOLIDS—Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farmland or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. CAPITAL IMPROVEMENT PROGRAM (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements, additional capacity, and projects for the support facilities. COLIFORM BACTERIA—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere, used as indicators of sewage pollution. E. coli are the most common bacteria in wastewater. COLLECTIONS SYSTEM — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. CERTIFICATE OF PARTICIPATION (COP)—A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. CONTAMINANTS OF POTENTIAL CONCERN (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. DILUTION TO THRESHOLD (D/T) —The dilution at which the majority of people detect the odor becomes the D/T for that air sample. GREENHOUSE GASES (GHG) — In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming ("greenhouse effect"). GROUNDWATER REPLENISHMENT SYSTEM(GWRS)—Ajoint water reclamation project that proactively responds to Southern California's current and future water needs. This joint project between the Orange County Water District and the Orange County Sanitation District provides 70 million gallons per day of drinking quality water to replenish the local groundwater supply. LEVEL OF SERVICE (LOS)—Goals to support environmental and public expectations for performance. N-NITROSODIMETHYLAMINE (NDMA) — A N-nitrosamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. NATIONAL BIOSOLIDS PARTNERSHIP (NBP)—An alliance of the National Association of Clean Water Agencies and Water Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. PLUME—A visible or measurable concentration of discharge from a stationary source or fixed facility. PUBLICLY OWNED TREATMENT WORKS (POTW)—A municipal wastewater treatment plant. SANTA ANA RIVER INTERCEPTOR (SARI) LINE—A regional brine line designed to convey 30 million gallons per day of non- reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal, after treatment. SANITARY SEWER — Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban runoff. SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT (SCAQMD) — Regional regulatory agency that develops plans and regulations designed to achieve public health standards by reducing emissions from business and industry. SECONDARY TREATMENT — Biological wastewater treatment, particularly the activated sludge process, where bacteria and other microorganisms consume dissolved nutrients in wastewater. SLUDGE—Untreated solid material created by the treatment of wastewater. TOTAL SUSPENDED SOLIDS(TSS)—The amount of solids floating and in suspension in wastewater. TRICKLING FILTER—A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. URBAN RUNOFF—Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. WASTEWATER—Any water that enters the sanitary sewer. WATERSHED—A land area from which water drains to a particular water body. The Orange County Sanitation District's service area is in the Santa Ana River Watershed.