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HomeMy WebLinkAbout03-24-2021 Steering Committee Meeting Complete Agenda Packet 03-19-2021 ORANGE COUNTY SANITATION DISTRICT SPECIAL NOTICE REGARDING CORONAVIRUS (COVID-19) AND ATTENDANCE AT PUBLIC MEETINGS On March 4, 2020, Governor Newsom proclaimed a State of Emergency in California as a result of the threat of COVID-19. On March 12, 2020 and March 18, 2020, Governor Newsom issued Executive Order N-25-20 and Executive Order N-29-20, which temporarily suspends portions of the Brown Act which addresses the conduct of public meetings. The General Manager and the Chairman of the Board of Directors have determined that due to the size of the Orange County Sanitation District’s Board of Directors (25), and the health and safety of the members, the Board of Directors will be participating in meetings of the Board telephonically and via Internet accessibility. PUBLIC PARTICIPATION Your participation is always welcome. The Steering Committee meeting will be available to the public online at: https://ocsd.legistar.com/Calendar.aspx You may submit your comments and questions in writing for the Steering Committee’s consideration in advance of the meeting by using the eComment feature available via the webpage above or sending them to OCSanClerk@ocsd.com with the subject line “PUBLIC COMMENT ITEM # (insert the item number relevant to your comment)” or “PUBLIC COMMENT NON-AGENDA ITEM”. Submit your written comments by 5 :00 p.m. on Tuesday, March 23, 2021. You may also submit comments and questions for the Steering Committee’s consideration during the meeting by using the eComment feature that will be available via the webpage above for the duration of the meeting. All public comments will be provided to the Steering Committee and may be read into the record or compiled as part of the record. Thank you. March 19, 2021 NOTICE OF MEETING STEERING COMMITTEE ORANGE COUNTY SANITATION DISTRICT REGULAR MEETING – 5:00 P.M. Wednesday, March 24, 2021 ACCESSIBILITY FOR THE GENERAL PUBLIC Due to the spread of COVID-19, the Orange County Sanitation District will be holding all upcoming Board and Committee meetings by teleconferencing and Internet accessibility. This meeting will be available to the public online at: https://ocsd.legistar.com/Calendar.aspx The Regular Meeting of the Steering Committee of the Orange County Sanitation District will be held in the manner indicated above on Wednesday, March 24, 2021 at 5:00 p.m. STEERING COMMITTEE AND BOARD MEETING DATES April 28, 2021 May 26, 2021 June 23, 2021 July 28, 2021 August 25, 2021 September 22, 2021 October 27, 2021 November 17, 2021 * December 15, 2021 * January 26, 2022 February 23, 2022 March 23, 2022 * Meeting will be held on the third Wednesday of the month STEERING COMMITTEE (1) Roll Call: Meeting Date: March 24, 2021 Meeting Time: 5:00 p.m. Committee Members David Shawver, Board Chair…………………………………………… ____ John Withers, Board Vice-Chair……………………………………….. ____ Stacy Berry, Operations Committee Chair…………………………. ____ Jesus Silva, LaPA Committee Chair…………………………………… ____ Chad Wanke, Administration Committee Chair……………………… ____ Sandra Massa-Lavitt, Member-At-Large……………………………… ____ Glenn Parker, Member-At-Large………………………………………… ____ Others Brad Hogin, General Counsel………………………………………... ____ Staff Jim Herberg, General Manager……………………………………… ____ Rob Thompson, Assistant General Manager………………………. ____ Lorenzo Tyner, Assistant General Manager………………………... ____ Celia Chandler, Director of Human Resources………..…………… ____ Kathy Millea, Director of Engineering………..……………………… ____ Lan Wiborg, Director of Environmental Services………..…….…… ____ Kelly Lore, Clerk of the Board…………...…………………………… ____ Other Staff Present ORANGE COUNTY SANITATION DISTRICT Effective 2/9/2021 BOARD OF DIRECTORS Complete Roster AGENCY/CITIES ACTIVE DIRECTOR ALTERNATE DIRECTOR Anaheim Stephen Faessel Jose Diaz Brea Glenn Parker Steven Vargas Buena Park Art Brown Connor Traut Cypress Stacy Berry Anne Hertz Fountain Valley Patrick Harper Glenn Grandis Fullerton Jesus J. Silva Nick Dunlap Garden Grove Steve Jones John O’Neill Huntington Beach Kim Carr Dan Kalmick Irvine Anthony Kuo Farrah N. Khan La Habra Rose Espinoza Jose Medrano La Palma Marshall Goodman Nitesh Patel Los Alamitos Mark A. Chirco Ron Bates Newport Beach Brad Avery Joy Brenner Orange Kim Nichols Chip Monaco Placentia Chad Wanke Ward Smith Santa Ana Johnathan Ryan Hernandez Nelida Mendoza Seal Beach Sandra Massa-Lavitt Schelly Sustarsic Stanton David Shawver Carol Warren Tustin Ryan Gallagher Austin Lumbard Villa Park Chad Zimmerman Robert Collacott Sanitary/Water Districts Costa Mesa Sanitary District Bob Ooten Art Perry Midway City Sanitary District Andrew Nguyen Sergio Contreras Irvine Ranch Water District John Withers Douglas Reinhart Yorba Linda Water District Brooke Jones Phil Hawkins County Areas Board of Supervisors Doug Chaffee Donald P. Wagner STEERING COMMITTEE Regular Meeting Agenda Wednesday, March 24, 2021 - 5:00 PM Board Room Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 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. MEETING AUDIO: An audio recording of this meeting is available within 24 hours after adjournment of the meeting. Please contact the Clerk of the Board's office at (714) 593-7433 to request the audio file. NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, the item must be submitted in writing to the Clerk of the Board: Kelly A. Lore, MMC, (714) 593-7433 / klore@ocsd.com at least 14 days before the meeting. FOR ANY QUESTIONS ON THE AGENDA, BOARD MEMBERS MAY CONTACT STAFF AT: General Manager: Jim Herberg, jherberg@ocsd.com / (714) 593-7300 Asst. General Manager: Lorenzo Tyner, ltyner@ocsd.com / (714) 593-7550 Asst. General Manager: Rob Thompson, rthompson@ocsd.com / (714) 593-7310 Director of Human Resources: Celia Chandler, cchandler@ocsd.com / (714) 593-7202 Director of Engineering: Kathy Millea, kmillea@ocsd.com / (714) 593-7365 Director of Environmental Services: Lan Wiborg, lwiborg@ocsd.com / (714) 593-7450 STEERING COMMITTEE Regular Meeting Agenda Wednesday, March 24, 2021 CALL TO ORDER ROLL CALL AND DECLARATION OF QUORUM: Clerk of the Board PUBLIC COMMENTS: Your participation is always welcome. The Steering Committee meeting will be available to the public online at: https://ocsd.legistar.com/Calendar.aspx. You may submit your comments and questions in writing for the Steering Committee’s consideration in advance of the meeting by using the eComment feature available via the webpage above or sending them to OCSanClerk@ocsd.com with the subject line “PUBLIC COMMENT ITEM # (insert the item number relevant to your comment)” or “PUBLIC COMMENT NON-AGENDA ITEM”. Submit your written comments by 5:00 p.m. on March 23, 2021. You may also submit comments and questions for the Steering Committee’s consideration during the meeting by using the eComment feature that will be available via the webpage above for the duration of the meeting. All public comments will be provided to the Steering Committee and may be read into the record or compiled as part of the record. 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. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1.2021-1500APPROVAL OF MINUTES RECOMMENDATION: Approve Minutes of the Regular Meeting of the Steering Committee held February 24, 2021. Originator:Kelly Lore Agenda Report 02-24-2021 Steering Committee Minutes Attachments: Page 1 of 3 STEERING COMMITTEE Regular Meeting Agenda Wednesday, March 24, 2021 2.2021-1459AUTHORIZATION OF CONTRIBUTION TO CASA EDUCATION FOUNDATION SCHOLARSHIP FUND RECOMMENDATION: Recommend to the Board of Directors to: Adopt Resolution No. OC SAN 21-XX, entitled “A Resolution of the Board of Directors of the Orange County Sanitation District approving a not to exceed Annual contribution amount of $2,500 to the California Association of Sanitation Agencies (CASA) Education Foundation Scholarship Fund beginning FY 2020-2021; and Repealing Resolution No. OCSD 15-22”. Originator:Jim Herberg Agenda Report Draft Resolution No. OC SAN 21-XX Attachments: NON-CONSENT: 3.2021-1497CENTRAL GENERATION ENGINE OVERHAUL AT PLANT NO. 1 RECOMMENDATION: Recommend to the Board of Directors to: A. Award a Sole Source Service Contract to Cooper Machinery Services to provide a Central Generation Engine No. 1 Overhaul at Plant No. 1, per Proposal 210204-839, for a total amount not to exceed $3,705,932; and B. Approve a contingency of $741,186 (20%). Originator:Rob Thompson Agenda Report SSJ2412 Service Contract - Added 03/19/2021 Attachments: INFORMATION ITEMS: None. DEPARTMENT HEAD REPORTS: CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: Page 2 of 3 STEERING COMMITTEE Regular Meeting Agenda Wednesday, March 24, 2021 BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: At this time Directors may request staff to place an item on a future agenda. ADJOURNMENT: The next Steering Committee meeting is scheduled for Wednesday, April 28, 2021 at 5:00 p.m. Page 3 of 3 STEERING COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2021-1500 Agenda Date:3/24/2021 Agenda Item No:1. FROM:James D. Herberg, General Manager Originator: Kelly A. Lore, Clerk of the Board SUBJECT: APPROVAL OF MINUTES GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Approve Minutes of the Regular Meeting of the Steering Committee held February 24, 2021. BACKGROUND In accordance with the Board of Directors Rules of Procedure,an accurate record of each meeting will be provided to the Directors for subsequent approval at the following meeting. RELEVANT STANDARDS ·Resolution No. OC SAN 21-04 ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Minutes of the Steering Committee meeting held February 24, 2021 Orange County Sanitation District Printed on 3/16/2021Page 1 of 1 powered by Legistar™ Orange County Sanitation District Minutes for the STEERING COMMITTEE Wednesday, February 24, 2021 5:00 PM Board Room Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 CALL TO ORDER A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Board Chairman David Shawver on Wednesday, February 24, 2021 at 5:01 p.m. in the Administration Building of the Orange County Sanitation District. Chair Shawver stated that the meeting was being held telephonically and via audio/video teleconferencing in accordance with the Governor's Executive Order No. N-29-20, due to the Coronavirus Pandemic (COVID-19). ROLL CALL AND DECLARATION OF QUORUM: A quorum was declared present, as follows: PRESENT:David Shawver, John Withers, Stacy Berry, Sandra Massa-Lavitt, Glenn Parker, Jesus Silva and Chad Wanke ABSENT:None STAFF MEMBERS PRESENT: Kelly Lore, Clerk of the Board, and Mortimer Caparas were present in the Board Room. General Manager Jim Herberg, Assistant General Manager Lorenzo Tyner, Assistant General Manager Rob Thompson, Director of Engineering Kathy Millea, Director of Environmental Services Lan Wiborg, Director of Human Resources Celia Chandler, Andrew Brown, Raul Cuellar, Brian Engeln, Tina Knapp, Joshua Martinez, Valerie Ratto, Thomas Vu and Eros Yong participated telephonically. OTHERS PRESENT: Brad Hogin (General Counsel) participated telephonically. PUBLIC COMMENTS: None. REPORTS: None. CONSENT CALENDAR: 1. APPROVAL OF MINUTES 2021-1413 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Page 1 of 4 STEERING COMMITTEE Minutes February 24, 2021 Approve Minutes of the Regular Meeting of the Steering Committee held January 27, 2021. AYES:David Shawver, John Withers, Stacy Berry, Sandra Massa-Lavitt, Glenn Parker, Jesus Silva and Chad Wanke NOES:None ABSENT:None ABSTENTIONS:None 2. UPDATE TO THE ESTABLISHED RULES OF PROCEDURE FOR THE CONDUCT OF BUSINESS OF THE ORANGE COUNTY SANITATION DISTRICT 2021-1471 Originator: Jim Herberg MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Adopt Resolution No. OC SAN 21-XX entitled, “A Resolution of the Board of Directors of the Orange County Sanitation District establishing Rules of Procedure for the Conduct of Business of the Orange County Sanitation District; and repealing Resolution No. OC SAN 21-01”. AYES:David Shawver, John Withers, Stacy Berry, Sandra Massa-Lavitt, Glenn Parker, Jesus Silva and Chad Wanke NOES:None ABSENT:None ABSTENTIONS:None NON-CONSENT: 3. ESTABLISH BOARD OF DIRECTORS PROTOCOLS 2021-1462 Originator: Jim Herberg MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Adopt Resolution No. OC SAN 21-02 entitled, “A Resolution of the Board of Directors of the Orange County Sanitation District establishing Board of Directors Protocols”. AYES:David Shawver, John Withers, Stacy Berry, Sandra Massa-Lavitt, Glenn Parker, Jesus Silva and Chad Wanke NOES:None ABSENT:None ABSTENTIONS:None Page 2 of 4 STEERING COMMITTEE Minutes February 24, 2021 INFORMATION ITEMS: None. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.9(d)(4) & 54956.9(d)(2): The Committee convened in closed session at 5:20 p.m. to discuss three items. 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. CS-1 CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(4) 2021-1492 CONVENED IN CLOSED SESSION: Number of Potential Cases: 1 Potential initiation of eminent domain litigation regarding property owned by Bayside Village Marina LLC. CS-2 CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(2) 2021-1494 CONVENED IN CLOSED SESSION: Number of Potential Cases: 1 Significant exposure to litigation: threatened CEQA litigation regarding environmental impact report for Bay Bridge Pump Station Project. CS-3 CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(2) 2021-1493 CONVENED IN CLOSED SESSION: Number of Potential Cases: (1) Significant exposure to litigation: Claim of Raul Palazuelos. RECONVENED IN REGULAR SESSION. The Committee reconvened in regular session at 5:49 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Brad Hogin did not provide a report. Page 3 of 4 STEERING COMMITTEE Minutes February 24, 2021 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: None. ADJOURNMENT: Chair Shawver declared the meeting adjourned at 5:50 p.m. to the next Steering Committee meeting to be held on March 24, 2021 at 5:00 p.m. Submitted by: __________________ Kelly A. Lore, MMC Clerk of the Board Page 4 of 4 STEERING COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2021-1459 Agenda Date:3/24/2021 Agenda Item No:2. FROM:James D. Herberg, General Manager SUBJECT: AUTHORIZATION OF CONTRIBUTION TO CASA EDUCATION FOUNDATION SCHOLARSHIP FUND GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: Adopt Resolution No.OC SAN 21-XX,entitled “A Resolution of the Board of Directors of the Orange County Sanitation District approving a not to exceed Annual contribution amount of $2,500 to the California Association of Sanitation Agencies (CASA)Education Foundation Scholarship Fund beginning FY 2020-2021; and Repealing Resolution No. OCSD 15-22”. BACKGROUND CASA represents the interests of local clean water agencies in California that treat wastewater and produce renewable resources such as recycled water,clean energy,and soil enhancements (biosolids).Recognizing the need to recruit new professionals into the industry,CASA members encouraged the association to establish the CASA Education Foundation,a non-profit 501(c)(3) organization committed to raising money and offering competitive scholarships to support undergraduate students seeking degrees connected to working at a local public wastewater facility. Founded in 2013,the CASA Education Foundation (Foundation)was established to provide scholarships that contribute to a student’s academic development and career potential in the wastewater field.The Foundation’s goals are to expose students to careers in the clean water community and increase the visibility of California’s publicly owned wastewater agencies with the public, civic leaders, and the academic community. Each year,the Foundation awards competitive scholarships to students pursuing higher education in engineering,environmental science,public administration,or other related fields,and who show an interest in serving the wastewater (clean water)industry.The Foundation awarded five $5,000 scholarships in 2020. Scholarship funds are obtained through fundraising events,individual contributions,and organizational contributions.The Foundation is reaching out to CASA member agencies for contributions as a means to generate a sustainable stream of income to support and possibly expand the scholarship program. Orange County Sanitation District Printed on 3/17/2021Page 1 of 3 powered by Legistar™ File #:2021-1459 Agenda Date:3/24/2021 Agenda Item No:2. RELEVANT STANDARDS ·Comply with OC San Policy (Resolution No. OCSD 15-22) ·Ensure the public’s money is wisely spent ·Cultivate a highly qualified, well-trained, and diverse workforce PROBLEM Resolution No.OCSD 15-22 requires the Orange County Sanitation District (Sanitation District)to budget and contribute $5,000 per year to the Foundation.The existing Resolution doesn’t provide flexibility to allow a contribution of less than $5,000. PROPOSED SOLUTION Adopt a Resolution stating the Sanitation District’s support for the Foundation and authorizing the General Manager to approve an annual contribution up to $2,500 per year. TIMING CONCERNS The Sanitation District is currently updating the annual budget for approval by the Board of Directors in June 2021. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District is required by Resolution to continue to budget and contribute $5,000 annually, and that amount would therefore be included in the 2021-22 budget. PRIOR COMMITTEE/BOARD ACTIONS October 2015 -Adopted Resolution No.OCSD 15-22 entitled:“A Resolution of the Board of Directors of the Orange County Sanitation District approving an annual contribution of $5,000 to the California Association of Sanitation Agencies (CASA)Education Foundation Scholarship Fund beginning FY 2015-2016”. ADDITIONAL INFORMATION The focus of the Foundation is undergraduate education.Eligible applicants are California residents attending or incoming freshmen to an accredited college or university located in California.Each spring,applications are solicited from students pursuing degrees in engineering,environmental science,natural/water resources,public administration,or other degrees which would prepare a student for a career in a clean water agency.Clean water agencies are encouraged to publicize the scholarship opportunity and provide application materials to community members. Applicants must submit an application,statement of purpose,a coursework plan for the funded period,academic transcripts,and two letters of recommendation to be considered.The applications are screened by members of the Foundation Board of Directors who make a final determination of Orange County Sanitation District Printed on 3/17/2021Page 2 of 3 powered by Legistar™ File #:2021-1459 Agenda Date:3/24/2021 Agenda Item No:2. are screened by members of the Foundation Board of Directors who make a final determination of awardees based on three criteria: ·Commitment to the clean water industry.Students must demonstrate a sincere desire to pursue a career in the clean water industry.The relationship of a student’s academic and career goals to the water environment community are considered in making scholarship selections. ·Academic achievement.While there is no minimum grade point average to qualify for a scholarship,academic performance plays a role in deciding which students are awarded scholarships. ·Extracurricular pursuits.Student applicants need to be aware of issues that face the wastewater industry and how they can contribute to enhancing the future of California’s clean water community.This may be demonstrated by work experience,volunteer activity, participation in school or extracurricular projects,internships,or membership in civic, professional, or student chapter organizations. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance.This item has been budgeted. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Draft Resolution No. OC SAN 21-XX Orange County Sanitation District Printed on 3/17/2021Page 3 of 3 powered by Legistar™ OC SAN 21-XX RESOLUTION NO. OC SAN 21-XX A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT APPROVING A NOT TO EXCEED ANNUAL CONTRIBUTION AMOUNT OF $2,500 TO THE CALIFORNIA ASSOCIATION OF SANITATION AGENCIES (CASA) EDUCATION FOUNDATION SCHOLARSHIP FUND BEGINNING FY 2020- 2021; AND REPEALING RESOLUTION NO. OCSD 15-22 WHEREAS, the CASA Education Foundation administers a scholarship fund whose goal is to enhance the future of California’s clean water industry by attracting new professionals into the industry. WHEREAS, the purpose of the scholarships is to help students in California pursuing undergraduate degrees in engineering, environmental science, public administration, wastewater operations, or other related fields, and showing an interest in serving the clean water industry. WHEREAS, the scholarships are awarded on a competitive basis to an undergraduate student enrolled in an accredited California college or university, as determined by the applicant’s academic achievement, community involvement, and commitment to a career in a clean water agency. WHEREAS, the goal of the CASA Education Foundation is to annually issue three or more scholarships in the amount of $5,000 each. WHEREAS, the Education Foundation is seeking financial contributions from CASA member agencies to support the scholarship fund and provide funding for future scholarships. WHEREAS, the mission of the CASA Education Foundation supports the Sanitation District’s goals of 1) supporting environmental education and career opportunities for students, 2) developing and recruiting the talent necessary to design, operate and maintain our wastewater infrastructure, and 3) preparing the next generation of professionals to serve the clean water industry. NOW, THEREFORE the Board of Directors of the Orange County Sanitation District DOES HEREBY RESOLVE, DETERMINE, AND ORDER: 1) The Board of Directors supports the efforts of the CASA Education Foundation to attract new professionals into the clean water industry and hereby approves a not to exceed annual contribution of $2,500 to the CASA Education OC SAN 21-XX Foundation Scholarship Fund for the purpose of funding scholarships to California students. 2) The Board of Directors hereby authorizes and directs the General Manager to allocate the not to exceed amount of $2,500 in the annual budget, beginning FY 2020- 21, for the CASA Education Foundation Scholarship Fund. 3) Resolution No. OCSD 15-22 is hereby repealed. PASSED AND ADOPTED at a regular meeting of the Board of Directors of the Orange County Sanitation District, at a regular meeting held on March 24, 2021. ________________________________ David John Shawver Board Chair ______________________________ Kelly A. Lore, MMC Clerk of the Board OC SAN 21-XX 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. OC SAN 21-XX was passed and adopted at a regular meeting of said Board on the 24th day of March 2021, 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 24th March 2021. Kelly A. Lore, MMC Clerk of the Board of Directors Orange County Sanitation District STEERING COMMITTEE Agenda Report Administration Building 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7433 File #:2021-1497 Agenda Date:3/24/2021 Agenda Item No:3. FROM:James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: CENTRAL GENERATION ENGINE OVERHAUL AT PLANT NO. 1 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Award a Sole Source Service Contract to Cooper Machinery Services to provide a Central Generation Engine No. 1 Overhaul at Plant No. 1, per Proposal 210204-839, for a total amount not to exceed $3,705,932; and B. Approve a contingency of $741,186 (20%). BACKGROUND The Orange County Sanitation District (Sanitation District)operates eight Central Generation (Cen Gen)engines manufactured by Cooper Bessemer.The Cen Gen facilities began service in 1993 to improve air emissions by using clean burn engine technology to convert biogas into electricity and process heat.The Cen Gen facilities supply approximately 60%of the electricity for our treatment plants.Heat recovered from the engines is used in the digestion process and for absorption chillers at Plant No.1 providing cooling for the Administration Building,Laboratory Building,Central Generation Building, and Operations Building. The Cen Gen plants have been providing reliable service for more than 25 years and the engines are now in need of scheduled major overhauls.In October 2019,a service contract was awarded to UPS Midstream Services,Inc.to overhaul the first two of the eight engines.UPS Midstream Services was selected using a competitive proposal solicitation process. Original Equipment Manufacturer (OEM)service and parts have been supplied through General Electric.Recently,General Electric spun off Cooper Machinery Services to provide these OEM parts and services. RELEVANT STANDARDS ·Protect OC San assets ·Maintain a proactive asset management program ·Use all practical and effective means for resource recovery Orange County Sanitation District Printed on 3/19/2021Page 1 of 3 powered by Legistar™ File #:2021-1497 Agenda Date:3/24/2021 Agenda Item No:3. ·24/7/365 treatment plant reliability PROBLEM UPS Midstream Services has been unable to complete the necessary overhaul under the October 2019 Service Contract.The first engine rebuilt under the contract has catastrophically failed twice.A third-party engineer was hired to inspect the parts and services supplied by UPS Midstream Services.This third-party engineer and Sanitation District staff agree that the parts and services supplied by the vendor do not meet the requirements of the Service Contract.Therefore,the Sanitation District terminated the Service Contract and is seeking reimbursement from UPS Midstream Services and through Sanitation District insurance providers. The Sanitation District has a South Coast Air Quality Management District (SCAQMD)permit to operate Cen Gen Engine No.1 at Plant No.1.That permit requires annual testing of emissions.The Sanitation District has received a very specific permit variance that requires that the engines must be operable and tested by April 2022 with a set of schedule milestones along the way. PROPOSED SOLUTION Staff recommends awarding a Service Contract to Cooper Machinery Services to provide parts and services to overhaul Cen Gen Engine No. 1 located at Plant No. 1. TIMING CONCERNS The Sanitation District has a SCAQMD air quality permit obligation to get the engine rebuilt and tested on a strict timeline.This timeline does not allow for a normal competitive solicitation process or the performance risks associated with the process. RAMIFICATIONS OF NOT TAKING ACTION Failure to take action on this repair in a timely fashion risks the loss of the SCAQMD permit to operate the engine.In addition,without Engine No.1 there is not standby capacity for energy conversion.This situation reduces overall reliability and has the potential annual cost impact of approximately $1,400,000 to offset energy purchases and incurred demand charges. PRIOR COMMITTEE/BOARD ACTIONS October 2019 -Board of Directors awarded a service contract to UPS Midstream Services,Inc.to provide Central Generation Engine Overhauls at Plant Nos.1 and 2 (for a total of two engines), Specification No. S-2019-1074BD, for a total amount not to exceed $5,636,335. ADDITIONAL INFORMATION The original Service Contract with UPS Midstream Services included two engines,one at Plant No.1 and one at Plant No.2.This request is only for Engine No.1 at Plant No.1 due to the urgency of the permitting conditions and the need for a standby unit at Plant No.1.The second engine at Plant No. 2 is being moved to an upcoming project scoped to rebuild the balance of the engines at both plants. Staff believe the best opportunity to meet the timeline requirements of the SCAQMD permit variance Orange County Sanitation District Printed on 3/19/2021Page 2 of 3 powered by Legistar™ File #:2021-1497 Agenda Date:3/24/2021 Agenda Item No:3. Staff believe the best opportunity to meet the timeline requirements of the SCAQMD permit variance is to retain the OEM parts and services supplier.It is also an opportunity to verify the newly created spin-off company is capable of supporting the machinery. On a parallel path,staff are pursuing an engineering study to better estimate the short,medium,and long-term viability of the current engine generators.The current direction is to rebuild the current engine generators to extend the life of the existing units,as well as the electric,gas,and process heat infrastructure for 25 years.When the next round of 125,000 hour engine rebuilds come due,it is probable that new, more efficient energy conversion technologies will be cost effective to pursue. A 20%contingency is requested in the event of unforeseen damages or delays due to the catastrophic failures the engine had incurred and delays in fabricating additional long lead time parts beyond those anticipated. The terms and conditions of the service contract are currently being reviewed.Staff anticipates a final contract for publication no later than close of business on Friday, March 19, 2021. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with the authority levels of the Sanitation District’s Purchasing Ordinance.This item has been budgeted in the FY20-21 &FY 21-22 Budget,Capital Treatment System Improvement Projects, Line Item J-135 (Section 8, Pg. 44). Date of Approval Contract Amount Contingency 03/24/2021 $3,705,932 $741,186 (20%) ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Service Contract - added 03/19/2021 KS:lc:gc Orange County Sanitation District Printed on 3/19/2021Page 3 of 3 powered by Legistar™ Orange County Sanitation District 1 of 11 Specification No. SSJ2412 SOLE SOURCE SERVICE CONTRACT Specification No. SSJ2412 Central Generation Engine Overhaul at Plant 1 THIS CONTRACT is made and entered into as of the date fully executed below, by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708 (hereinafter referred to as "OC SAN") and Cooper Machinery Services LLC with a principal place of business at 16250 Port Northwest Drive, Houston, Texas 77041 (hereinafter referred to as "Contractor") collectively referred to as the “Parties”. W I T N E S S E T H WHEREAS, OC SAN desires to temporarily retain the services of Contractor for Central Generation Engine Overhaul at Plant 1 “Services” as described in Exhibit “A”; and WHEREAS, OC SAN has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-52; and WHEREAS, on March 24, 2021 the Board of Directors of OC SAN, by minute order, authorized execution of this Contract between OC SAN and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish such Services, 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 Contract and all exhibits hereto (called the "Contract") is made by OC SAN and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in Exhibit “A”. 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibit “A” Scope of Work Exhibit “B” Proposal Exhibit “C” Acknowledgement of Insurance Requirements Exhibit “D” Contractor Safety Standards Exhibit “E” Human Resources Policies Exhibit “F” Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any paragraph or provision hereof. Orange County Sanitation District 2 of 11 Specification No. SSJ2412 1.6 The term “days”, when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OC SAN 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. 1.8 The term “hours”, when used in this Contract, shall be as defined in Exhibit “A”. 1.9 Contractor shall provide OC SAN with all required premiums and/or overtime work, as specified in this Contract, at no charge beyond the price provided under “Compensation” below. 1.10 Except as expressly provided otherwise, OC SAN accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OC SAN. 2. Compensation Compensation to be paid by OC SAN to Contractor for the Services provided under this Contract shall be a total amount not exceed Three Million Seven Hundred Five Thousand Nine Hundred Thirty Two Dollars ($3,705,932.00) 3. California Department of Industrial Relations (DIR) Registration and Record of Wages 3.1 To the extent Contractor’s employees and/or its subcontractors who will perform work during the design and preconstruction phases of a construction contract or perform work under a maintenance contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, Contractor and its subcontractors shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. 3.2 The Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code 1771.4(a)(3). Penalties for non- compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. 3.3 Pursuant to Labor Code Section 1776, the Contractor and its subcontractors shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the Department of Industrial Relations. 3.4 The Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulation Section 16461(e). 4. Payments and Invoicing 4.1 OC SAN shall pay, net 30 days, upon receipt, by OC SAN’s Project Manager or designee, of itemized invoices submitted for Milestones completed in accordance with Exhibit “A”. OC SAN shall approve or reject invoices within 14 days of receipt. Any invoice not rejected in writing within 14 days of receipt shall be deemed approved by OC SAN. OC SAN, at its sole discretion, shall be the determining party as to whether the Services have been satisfactorily completed. In the event OC SAN disputes an invoice or has a reasonable basis for determining Services have not been satisfactorily completed, OC SAN agrees to pay the Orange County Sanitation District 3 of 11 Specification No. SSJ2412 undisputed portion of any invoice in a timely manner while both parties agree to discuss in good faith to resolve the disputed portions of an invoice. If OC SAN fails to pay an undisputed invoice after receiving 30 days written notice of non-payment, Contractor shall have the right to suspend performance and Contract Term shall be extended for a time equal to the suspension for non-payment. Should suspension for non-payment last 30 days, Contractor shall have the right to terminate and OC SAN agrees to pay termination fees in accordance with Section 12.1. 4.2 Invoices shall be emailed by Contractor to OC SAN Accounts Payable at APStaff@OCSD.com and “INVOICE” with the Purchase Order Number and Specification No. SSJ2412 shall be referenced in the subject line. 5. Audit Rights Contractor agrees that, during the term of this Contract and for a period of three years after its termination, OC SAN shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. OC SAN agrees all audits are subject to confidentiality and non-disclosure provisions and are limited to the purpose of OC SAN verification of payment and invoicing records, except to the extent required by a government agency. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit “A”. Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 7. Modifications to Scope of Work Requests for modifications to the Scope of Work or due to delays solely attributable to OC SAN hereunder can be made by either party at any time. All modifications must be made in writing, approved and signed by both Parties before any Work on the modification shall begin. In the event of a modification, time of performance and payment for work shall be altered accordingly. 8. Contract Term The Services provided under this Contract shall be completed within 200 calendar days from the effective date of the Notice to Proceed. 9. Renewals Not Used 10. Extensions The term of this Contract 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 OC SAN reserves the right to terminate this Contract for its convenience, with or without cause, in whole or in part, at any time, by written notice from OC SAN of intent to terminate. OC San also reserves the right to terminate this Contract for default in accordance with section 12.2 and 12.3. Upon receipt of a termination notice for convenience or terminate notice under 12.3, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). In all cases of termination whether for convenience or default, OC SAN shall thereafter, within thirty 30 days, pay Contractor for work performed (cost and fee) to the date of termination, including any reasonable costs and expenses incurred by Contractor as a direct result of such termination for any goods or services in progress prior to the effective date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and payment to Contractor for work Orange County Sanitation District 4 of 11 Specification No. SSJ2412 performed and any applicable costs/expenses to the date of termination shall release OC SAN from any further fee, cost or claim relating to the terminated portion of the Contract, hereunder by Contractor. 12.2 OC SAN reserves the right to terminate this Contract upon determination that Contractor has materially breached any of the terms of this Contract and failed to commence to cure within 10 days with continual diligent efforts following receipt of written notice of such breach.. In the event of termination under this section, Contractor total liability shall not exceed the actual and reasonable documented costs and expenses to complete the terminated Scope of Work. 12.3 OC SAN may also immediately cancel for default of this Contract in whole or in part by written notice to Contractor:  if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or 12.4 All OC SAN property in the possession or control of Contractor shall be returned by Contractor to OC SAN upon demand, or at the termination of this Contract, whichever occurs first. 13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit “C“). Contractor shall not commence work under this Contract until all required insurance is obtained in a form acceptable to OC SAN, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. Any requirements for additional insured, waiver of rights of subrogation or recognition of Contractor’s insurance as primary shall apply only to the extent of the legally-binding indemnities agreed to by Contractor in the Contract. 14. Bonds Not Used 15. Indemnification and Hold Harmless Provision Contractor shall assume responsibility for direct damages to property and/or injuries to persons, including accidental death, to the extent such damages arise out of or are caused by the negligence of Contractor under this Contract, or by the negligence of its subcontractor(s) or by anyone directly or indirectly employed by Contractor, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Contractor shall indemnify, protect, defend and hold harmless OC SAN, 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 , to the extent arising out of or in connection with Contractor's negligent performance under the Contract, and/or (b) to the extent 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 directly by Contractor or its subcontractor(s) under the Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor of or anyone employed by or working under Contractor. Notwithstanding the foregoing, Contractor has no responsibility to and will not indemnify OC SAN, or its elected and appointed officials, officers, agents and employees, for claims, liabilities, expenses, or damages of any nature to the extent arising from, caused by or in connection with OC SAN’s negligence (sole, joint, or concurrent), gross negligence, willful misconduct Orange County Sanitation District 5 of 11 Specification No. SSJ2412 or any other fault on the part of OC SAN. 16.Contractor Safety Standards OC SAN requires Contractor and its subcontractor(s) to follow and ensure their employees follow all Federal, State, and local regulations as well as the Contractor Safety Standards while working at OC SAN locations. If during the course of the Contract it is discovered that the Contractor Safety Standards do not comply with Federal, State, or local regulations, then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OC SAN. Contractor and all of its employees and subcontractors, shall adhere to all applicable Contractor Safety Standards attached hereto in Exhibit “D” and the Human Resources Policies (Exhibit “E”). 17. Warranties In addition to the warranties stated in Exhibit "A", the following shall apply: 17.1 Where applicable, Contractor supplier’s standard warranty shall apply. To the extent possible, Contractor shall transfer its supplier’s warranties to OC SAN for the work as complete. Contractor's Warranty (Guarantee): Contractor warrants that any goods, parts, repairs, or upgrades supplied by Contractor under this Contract shall (i) be free from any materials and workmanship for the specified warranty period, (ii) conform to the specifications mutually agreed in Exhibit “A” (herein incorporated by reference), and (iii) all Services will be performed in a competent and diligent manner in accordance with generally accepted standards for such services. If within a one-year period of completion of all work as specified in Exhibit “A”, OC SAN informs Contractor in writing that any portion of the Services provided fails to meet the standards required under this section 17 of the Contract, Contractor shall, within the time agreed to by OC SAN and Contractor, repair, replace, or re-perform the noted non-conforming deficiency(ies) in goods or Services at Contractor's sole option and expense. If the good or Service cannot be made to conform to the warranty in this section by repair, replace, or re-performance, Contractor’s responsibility shall be to refund the portion of the purchase price allocated to the non-conforming goods or Services. The remedies set forth in this section constitute the sole and exclusive remedies for all claims arising out of or related to any defect or non-conformity in the products, parts, goods, or services regardless when the defect or non-conformity arises. Contractor shall have no responsibility to repair or replace defective equipment or component parts resulting from the use of repair or replacement parts not of Contractor’s manufacture or approved by Contractor or from OC SAN’s failure to store, install, maintain, and operate the equipment according to Contractor’s written instructions and drawings and standard industry practice. Deterioration and wear occasioned by chemical and abrasive action or excessive heat shall not constitute defects. Transportation of products to and from Contractor’s service facility shall be borne to OC SAN when a repair is not covered by warranty. Warranty work provided under this Contract does not assure uninterrupted operation of the products. Equipment and accessories furnished by third parties which are not incorporated in the equipment manufactured by Contractor are warranted only to the extent of the original manufacturer’s warranty to Contractor. THE WARRANTIES SET FORTH IN THIS SECTION 17 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, AND GUARANTEES, WHETHER WRITTEN OR ORAL. NO IMPLED WARRANTY OR CONDITION, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY. 18.Damages Contractor’s total responsibility for any claims, damages, losses or liabilities arising out of or related to its performance of this Contract or the products and Services covered hereunder shall not exceed two times the Contract price. EXCLUDING CLAIMS RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL CONTRACTOR OR OC SAN BE LIABLE FOR PUNITIVE, INDIRECT, Orange County Sanitation District 6 of 11 Specification No. SSJ2412 INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND AS DEFINED BY THE LAW GOVERNING THIS CONTRACT RESULTING FROM OR ARISING OUT OF THIS CONTRACT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFIT, REVENUE, PRODUCTION OR USE HOWSOEVER SAME MAY BE CAUSED. 19.Force Majeure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 20.Freight (F.O.B. Destination) Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. 21.Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OC SAN, it shall immediately inform OC SAN of this and shall not proceed, except at Contractor’s risk, until written instructions are received from OC SAN. 22.Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 23.Environmental Compliance Contractor shall, at its own cost and expense, comply with all Federal, State, and local environmental laws, regulations, and policies which apply to the Contractor, its subcontractors, and the Services, including, but not limited to, all applicable Federal, State, and local air pollution control laws and regulations. 24.Licenses, Permits, Ordinances and Regulations Contractor represents and warrants to OC SAN that it has obtained all licenses, permits, qualifications, 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 the work performed under the terms of this Contract will be paid by Contractor. 25.Applicable Laws and Regulations Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OC SAN as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 26.Contractor’s Employees Compensation 26.1 Davis-Bacon Act – Contractor will pay and will require all subcontractors to pay all employees on said project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis- Bacon Act shall apply only if the Contract is in excess of $2,000.00 and when 25% or more of the Contract is funded by Federal assistance. If the aforesaid conditions are met, a copy Orange County Sanitation District 7 of 11 Specification No. SSJ2412 of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. 26.2 General Prevailing Rate – OC SAN has been advised by the State of California Director of Industrial Relations of its determination of the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Contract, and copies of same are on file in the Engineering Department. The Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OC SAN will have on file copies of the prevailing rate of per diem wages at its principal office and at each project site, which shall be made available to any interested party upon request. 26.3 Forfeiture For Violation – Contractor shall, as a penalty to OC SAN, forfeit $50.00 for each calendar day or portion thereof for each worker paid (either by the Contractor or any subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. 26.4 Apprentices – Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the Contractor shall comply therewith if the prime contract involves $30,000.00 or more or 20 working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are $2,000.00 or more or five working days or more. 26.5 Workday – In the performance of this Contract, not more than eight hours shall constitute a day’s work, and the Contractor shall not require more than eight hours of labor in a day from any person employed by it hereunder. Contractor shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.) of the Labor Code of the State of California and shall forfeit to OC SAN as a penalty, the sum of $25.00 for each worker employed in the execution of this Contract by Contractor or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight hours in any one calendar day and 40 hours in any one week in violation of said Article. Contractor shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by Contractor in connection with the project. Record of Wages; Inspection – Contractor agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by it in connection with the project and agrees to require that each of its subcontractors do the same. All payroll records shall be certified as accurate by the applicable Contractor or subcontractor or its agent having authority over such matters. Subject to the audit provisions herein, Contractor further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee’s representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Section 1776 charged to OC SAN may be deducted from project payments per the requirements of Section 1776. 27.South Coast Air Quality Management District’s (SCAQMD) Requirements It is Contractor’s responsibility that all equipment furnished and installed be in accordance with Orange County Sanitation District 8 of 11 Specification No. SSJ2412 the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting or demolition of asbestos containing components or structures, shall comply with the appropriate rules and regulations of the SCAQMD. 28. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange, in the event any action is brought in connection with this Contract or the performance thereof. 29. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OC SAN does not object shall not operate as a waiver of OC SAN’s rights to seek remedies available to it for any subsequent breach. 30. Remedies With respect to that subject matter and/or circumstances or events for which specific remedies are set forth in this Contract, including, without limitation, those remedies with respect to the Services performed by Contractor hereunder, then such remedies shall be the exclusive remedies of the parties. If no such specific remedy is provided, then the parties shall have available to them any remedy available under applicable law or in equity. 31. Dispute Resolution 31.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 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 arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 32. Attorney’s Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 33. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. Orange County Sanitation District 9 of 11 Specification No. SSJ2412 34.Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 35.Damage to OC SAN’s Property To the extent any of OC SAN’s property is damaged by the negligence of Contractor, any subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC SAN, except for that portion, if any, OC SAN’s actions contributed to the damage. 36.Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OC SAN. OC SAN agrees not to disclose, to any third party, Contractor data or information related this project without the prior written consent from Contractor, except to the extent required by a government agency. 37.Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OC SAN employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OC SAN's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC SAN’s employees. 38.Limitations upon Subcontracting and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OC SAN. Any such attempted delegation or assignment shall be void. 39. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OC SAN and Contractor. 40.Non-Liability of OC SAN Officers and Employees No officer or employee of OC SAN shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC SAN or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Contract. 41.Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 42.Authority to Execute The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 43.Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. 44.Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept Orange County Sanitation District 10 of 11 Specification No. SSJ2412 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: OC SAN: Jackie Lagade Principal Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Contractor: John B. Sargent Chief Executive Officer Cooper Machinery Services LLC 16250 Porth Northwest Drive Houston, Texas 77041 Each party shall provide the other party written notice of any change in address as soon as practicable. Orange County Sanitation District 11 of 11 Specification No. SSJ2412 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: David John Shawver Chair, Board of Directors Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Ruth Zintzun Purchasing and Contracts Manager COOPER MACHINERY SERVICES LLC Dated: By: Print Name and Title of Officer ORANGE COUNTY SANITATION DISTRICT COMMON ACRONYMS ACWA Association of California Water Agencies LOS Level Of Service RFP Request For Proposal APWA American Public Works Association MGD Million Gallons Per Day RWQCB Regional Water Quality Control Board AQMD Air Quality Management District MOU Memorandum of Understanding SARFPA Santa Ana River Flood Protection Agency ASCE American Society of Civil Engineers NACWA National Association of Clean Water Agencies SARI Santa Ana River Interceptor BOD Biochemical Oxygen Demand NEPA National Environmental Policy Act SARWQCB Santa Ana Regional Water Quality Control Board CARB California Air Resources Board NGOs Non-Governmental Organizations SAWPA Santa Ana Watershed Project Authority CASA California Association of Sanitation Agencies NPDES National Pollutant Discharge Elimination System SCADA Supervisory Control And Data Acquisition CCTV Closed Circuit Television NWRI National Water Research Institute SCAP Southern California Alliance of Publicly Owned Treatment Works CEQA California Environmental Quality Act O & M Operations & Maintenance SCAQMD South Coast Air Quality Management District CIP Capital Improvement Program OCCOG Orange County Council of Governments SOCWA South Orange County Wastewater Authority CRWQCB California Regional Water Quality Control Board OCHCA Orange County Health Care Agency SRF Clean Water State Revolving Fund CWA Clean Water Act OCSD Orange County Sanitation District SSMP Sewer System Management Plan CWEA California Water Environment Association OCWD Orange County Water District SSO Sanitary Sewer Overflow EIR Environmental Impact Report OOBS Ocean Outfall Booster Station SWRCB State Water Resources Control Board EMT Executive Management Team OSHA Occupational Safety and Health Administration TDS Total Dissolved Solids EPA US Environmental Protection Agency PCSA Professional Consultant/Construction Services Agreement TMDL Total Maximum Daily Load FOG Fats, Oils, and Grease PDSA Professional Design Services Agreement TSS Total Suspended Solids gpd gallons per day PFAS Per- and Polyfluoroalkyl Substances WDR Waste Discharge Requirements GWRS Groundwater Replenishment System PFOA Perfluorooctanoic Acid WEF Water Environment Federation ICS Incident Command System PFOS Perfluorooctanesulfonic Acid WERF Water Environment & Reuse Foundation IERP Integrated Emergency Response Plan POTW Publicly Owned Treatment Works WIFIA Water Infrastructure Finance and Innovation Act JPA Joint Powers Authority ppm parts per million WIIN Water Infrastructure Improvements for the Nation Act LAFCO Local Agency Formation Commission PSA Professional Services Agreement 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) – A joint water reclamation project that proactively responds to Southern California’s current and future water needs. This joint project between the Orange County Water District and OCSD 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 GWRS process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. NATIONAL BIOSOLIDS PARTNERSHIP (NBP) – An alliance of the NACWA and WEF, with advisory support from the EPA. 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. PER- AND POLYFLUOROALKYL SUBSTANCES (PFAS) – A large group (over 6,000) of human-made compounds that are resistant to heat, water, and oil and used for a variety of applications including firefighting foam, stain and water-resistant clothing, cosmetics, and food packaging. Two PFAS compounds, perfluorooctanesulfonic acid (PFOS) and perfluorooctanoic acid (PFOA) have been the focus of increasing regulatory scrutiny in drinking water and may result in adverse health effects including developmental effects to fetuses during pregnancy, cancer, liver damage, immunosuppression, thyroid effects, and other effects. PERFLUOROOCTANOIC ACID (PFOA) – An ingredient for several industrial applications including carpeting, upholstery, apparel, floor wax, textiles, sealants, food packaging, and cookware (Teflon). PERFLUOROOCTANESULFONIC ACID (PFOS) – A key ingredient in Scotchgard, a fabric protector made by 3M, and used in numerous stain repellents. 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. 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. ORANGE COUNTY SANITATION DISTRICT GLOSSARY OF TERMS TRICKLING FILTER – A biological secondary treatment process in which bacteria and other microorganisms, growing as slime on the surface of rocks or plastic media, consume nutrients in wastewater as it trickles over them. URBAN RUNOFF – Water from city streets and domestic properties that carry pollutants into the storm drains, rivers, lakes, and oceans. WASTEWATER – Any water that enters the sanitary sewer. WATERSHED – A land area from which water drains to a particular water body. OCSD’s service area is in the Santa Ana River Watershed.