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Home My WebLink About11-06-2024 Operations Committee Meeting Complete Agenda Packet SPECIAL NOTICE PUBLIC ATTENDANCE & PARTICIPATION AT PUBLIC MEETINGS Operations Committee Meeting Wednesday, November 6, 2024 5:00 p.m. Your participation is always welcome. OC San offers several ways in which to interact during meetings. You will find information as to these opportunities below. IN-PERSON MEETING ATTENDANCE You may attend the meeting in-person at the following location: Orange County Sanitation District Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 ONLINE MEETING PARTICIPATION You may join the meeting live via Teams on your computer or similar device or web browser by using the link below: Click here to join the meeting We suggest testing joining a Teams meeting on your device prior to the commencement of the meeting. For recommendations, general guidance on using Teams, and instructions on joining a Teams meeting, please click here. Please mute yourself upon entry to the meeting. Please raise your hand if you wish to speak during the public comment section of the meeting. The Clerk of the Board will call upon you by using the name you joined with. Meeting attendees are not provided the ability to make a presentation during the meeting. Please contact the Clerk of the Board at least 48 hours prior to the meeting if you wish to present any items. Additionally, camera feeds may be controlled by the meeting moderator to avoid inappropriate content. HOW TO PARTICIPATE IN THE MEETING BY TELEPHONE To join the meeting from your phone: Dial (213) 279-1455 When prompted, enter the Phone Conference ID: 907 418 775# All meeting participants may be muted during the meeting to alleviate background noise. If you are muted, please use *6 to unmute. You may also mute yourself on your device. Please raise your hand to speak by use *5, during the public comment section of the meeting. The Clerk of the Board will call upon you by using the last 4 digits of your phone number as identification. NOTE: All attendees will be disconnected from the meeting at the beginning of Closed Session. If you would like to return to the Open Session portion of the meeting, please login or dial-in to the Teams meeting again and wait in the Lobby for admittance. WATCH THE MEETING ONLINE The meeting will be available for online viewing at: https://ocsd.legistar.com/Calendar.aspx SUBMIT A COMMENT You may submit your comments and questions in writing for consideration in advance of the meeting by using the eComment feature available online at: https://ocsd.legistar.com/Calendar.aspx or sending them to OCSanClerk@ocsan.gov with the subject line “PUBLIC COMMENT ITEM # (insert the item number relevant to your comment)” or “PUBLIC COMMENT NON-AGENDA ITEM”. You may also submit comments and questions for consideration during the meeting by using the eComment feature available online at: https://ocsd.legistar.com/Calendar.aspx. The eComment feature will be available for the duration of the meeting. All written public comments will be provided to the legislative body and may be read into the record or compiled as part of the record. For any questions and/or concerns, please contact the Clerk of the Board’s office at 714-593-7433. Thank you for your interest in OC San! October 30, 2024 NOTICE OF REGULAR MEETING OPERATIONS COMMITTEE ORANGE COUNTY SANITATION DISTRICT Wednesday, November 6, 2024 – 5:00 P.M. Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 ACCESSIBILITY FOR THE GENERAL PUBLIC Your participation is always welcome. Specific information as to how to participate in this meeting is detailed on the Special Notice attached to this agenda. In general, OC San offers several ways in which to interact during this meeting: you may participate in person, join the meeting live via Teams on your computer or similar device or web browser, join the meeting live via telephone, view the meeting online, and/or submit comments for consideration before or during the meeting. The Regular Meeting of the Operations Committee of the Orange County Sanitation District will be held at the above location and in the manner indicated on Wednesday, November 6, 2024 at 5:00 p.m. OPERATIONS COMMITTEE MEETING DATE BOARD MEETING DATE 11/06/24 11/20/24 * 12/04/24 12/18/24 * JANUARY DARK 01/22/25 02/05/25 02/26/25 03/05/25 03/26/25 04/02/25 04/23/25 05/07/25 05/28/25 06/04/25 06/25/25 07/02/25 07/23/25 AUGUST DARK 08/27/25 09/03/25 09/24/25 10/01/25 10/22/25 * Meeting will be held on the third Wednesday of the month ROLL CALL OPERATIONS COMMITTEE Engineering and Operations & Maintenance Meeting Date: November 6, 2024 Time: 5:00 p.m. COMMITTEE MEMBERS (14) Pat Burns (Chair) Bob Ooten (Vice-Chair) Joyce Ahn Debbie Baker Doug Chaffee Stephen Faessel Phil Hawkins Johnathan Ryan Hernandez Stephanie Klopfenstein Scott Minikus Schelly Sustarsic Bruce Whitaker Ryan Gallagher (Board Chair) Jon Dumitru (Board Vice-Chair) OTHERS Scott Smith, General Counsel STAFF Rob Thompson, General Manager Lorenzo Tyner, Assistant General Manager Jennifer Cabral, Director of Communications Mike Dorman, Director of Engineering Laura Maravilla, Director of Human Resources Riaz Moinuddin, Director of Operations & Maintenance Wally Ritchie, Director of Finance Lan Wiborg, Director of Environmental Services Kelly Lore, Clerk of the Board ORANGE COUNTY SANITATION DISTRICT Effective 01/23/2024 BOARD OF DIRECTORS Complete Roster AGENCY/CITIES ACTIVE DIRECTOR ALTERNATE DIRECTOR Anaheim Stephen Faessel Carlos A. Leon Brea Christine Marick Cecilia Hupp Buena Park Joyce Ahn Art Brown Cypress Scott Minikus Bonnie Peat Fountain Valley Glenn Grandis Ted Bui Fullerton Bruce Whitaker Nick Dunlap Garden Grove Stephanie Klopfenstein John O’Neill Huntington Beach Pat Burns Gracey Van Der Mark Irvine Farrah N. Khan Kathleen Treseder La Habra Rose Espinoza Jose Medrano La Palma Debbie Baker Mark I. Waldman Los Alamitos Jordan Nefulda Shelley Hasselbrink Newport Beach Brad Avery Erik Weigand Orange Jon Dumitru John Gyllenhammer Placentia Chad Wanke Ward Smith Santa Ana Johnathan Ryan Hernandez Benjamin Vazquez Seal Beach Schelly Sustarsic Lisa Landau Stanton David Shawver Carol Warren Tustin Ryan Gallagher Austin Lumbard Villa Park Robbie Pitts Jordan Wu Sanitary/Water Districts Costa Mesa Sanitary District Bob Ooten Art Perry Midway City Sanitary District Andrew Nguyen Tyler Diep Irvine Ranch Water District John Withers Douglas Reinhart Yorba Linda Water District Phil Hawkins Tom Lindsey County Areas Board of Supervisors Doug Chaffee Donald P. Wagner OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, November 6, 2024 - 5:00 PM Board Room Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 ACCOMMODATIONS FOR THE DISABLED: If you require any special disability related accommodations, please contact the Orange County Sanitation District (OC San) Clerk of the Board’s office at (714) 593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. AGENDA POSTING: In accordance with the requirements of California Government Code Section 54954.2, this agenda has been posted outside OC San's Headquarters located at 18480 Bandilier Circle, Fountain Valley, California, and on the OC San’s website at www.ocsan.gov not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including those distributed less than 72 hours prior to the meeting to a majority of the Board of Directors, are available for public inspection with 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 RECORDING: A recording of this meeting is available within 24 hours after adjournment of the meeting at https://ocsd.legistar.com/Calendar.aspx or by contacting the Clerk of the Board. NOTICE TO DIRECTORS: To place items on the agenda for a Committee or Board Meeting, the item must be submitted to the Clerk of the Board: Kelly A. Lore, MMC, (714) 593-7433 / klore@ocsan.gov at least 14 days before the meeting. For any questions on the agenda, Board members may contact staff at: General Manager: Rob Thompson, rthompson@ocsan.gov / (714) 593-7110 Asst. General Manager: Lorenzo Tyner, ltyner@ocsan.gov / (714) 593-7550 Director of Communications: Jennifer Cabral, jcabral@ocsan.gov / (714) 593-7581 Director of Engineering: Mike Dorman, mdorman@ocsan.gov / (714) 593-7014 Director of Environmental Services: Lan Wiborg, lwiborg@ocsan.gov / (714) 593-7450 Director of Finance: Wally Ritchie, writchie@ocsan.gov / (714) 593-7570 Director of Human Resources: Laura Maravilla, lmaravilla@ocsan.gov / (714) 593-7007 Director of Operations & Maintenance: Riaz Moinuddin, rmoinuddin@ocsan.gov / (714) 593-7269 OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, November 6, 2024 CALL TO ORDER PLEDGE OF ALLEGIANCE ROLL CALL AND DECLARATION OF QUORUM: Clerk of the Board PUBLIC COMMENTS: Your participation is always welcome. Specific information as to how to participate in a meeting is detailed in the Special Notice attached to this agenda. In general, OC San offers several ways in which to interact during meetings: you may participate in person, join the meeting live via Teams on your computer or similar device or web browser, join the meeting live via telephone, view the meeting online, and/or submit comments for consideration before or during the meeting. REPORTS: The Committee 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. 1.2024-3916APPROVAL OF MINUTES RECOMMENDATION: Approve minutes of the Regular meeting of the Operations Committee held October 2, 2024. Originator:Kelly Lore Agenda Report 10-02-2024 Operations Committee Meeting Minutes Attachments: 2.2024-3917SOUTHERN CALIFORNIA EDISON - AMENDMENT NO. 5 TO THE POWER PURCHASE AGREEMENT AT PLANT NO. 2 RECOMMENDATION: Recommend to the Board of Directors to: Approve and authorize the Board Chairman to execute Amendment No. 5 to the Power Purchase Agreement (QFID-05) with Southern California Edison (SCE) Company and Orange County Sanitation District (OC San), to allow for the extension of the term and to adjust the price for all energy delivered to SCE during the extension period. Page 1 of 7 OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, November 6, 2024 Originator:Riaz Moinuddin Agenda Report Amendment No. 4 Amendment No. 3 Amendment No. 2 Amendment No. 1 Original Agreement Attachments: 3.2024-3789DIGESTER K DOME REPAIR AT PLANT NO. 2, PROJECT NO. FR2-0032, SPECIFICATION NO. S-2024-630BD RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Services Contract to Structural Preservation Systems for Digester K Dome Repair at Plant No. 2, Project No. FR2-0032, Specification No. S-2024-630BD, for a total amount not to exceed $876,707; and B. Approve a contingency of $131,506 (15%). Originator:Mike Dorman Agenda Report Draft Services Contract - Structural Preservation Systems Attachments: 4.2024-3846SAFETY SHOWER AND EYEWASH STATIONS MODIFICATIONS, SPECIFICATION NO. S-2024-631 RECOMMENDATION: A. Approve a General Services Contract to Zeco, Inc. for Safety Shower and Eyewash Stations Non-Compliance Resolution, per Specification No. S-2024-631, for a total amount not to exceed $209,440; and B. Approve a contingency of $20,944 (10%). Originator:Riaz Moinuddin Agenda Report General Services Contract - Zeco, Inc. Attachments: 5.2024-3885LIGHTING SYSTEMS INSPECTION, MAINTENANCE, AND REPAIRS, SPECIFICATION NO. S-2024-635BD RECOMMENDATION: A. Approve a General Services Contract to Inter-Pacific, Inc. dba Inter-Pacific Systems, Inc. to provide Lighting Systems Inspection, Maintenance, and Repairs, Specification No. S-2024-635BD, for a one-year period with four (4) Page 2 of 7 OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, November 6, 2024 one-year renewal options, effective December 1, 2024, through November 30, 2025, for a total amount not to exceed $223,818; and B. Approve an annual contingency of $44,764 (20%). Originator:Riaz Moinuddin Agenda Report General Services Contract - Inter-Pacific, Inc. Attachments: 6.2024-3886PROCUREMENT OF TWO BAR SCREEN CARRIAGE ASSEMBLIES AT PLANT NO. 2 RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Sole Source Purchase Order to Veolia WTS Services, USA, formerly Suez Treatment Solutions, to procure two complete carriage assembly Bar Screen Units for Plant No. 2, for a total amount not to exceed $433,092, plus applicable sales tax; and B. Approve a contingency of $43,309 (10%). Originator:Riaz Moinuddin Agenda ReportAttachments: 7.2024-3890QUARTERLY ODOR COMPLAINT REPORT RECOMMENDATION: Receive and file the Fiscal Year 2024-25 First Quarter Odor Complaint Report. Originator:Riaz Moinuddin Agenda Report FY 2024-25 1st Quarter Odor Complaint Report Attachments: 8.2024-3898BIOSOLIDS HAULING SERVICE CONTRACT, SPECIFICATION NO. S-2024-624BD RECOMMENDATION: Recommend to the Board of Directors to: A. Approve General Services Contracts to two contractors: Synagro-West, LLC and Rust Logistics, Inc. to provide biosolids hauling services from Orange County Sanitation District’s Reclamation Plant Nos. 1 and 2 to the various management facilities, Specification No. S-2024-624BD, each for a three-year period, effective January 1, 2025 through December 31, 2027, for a total amount not to exceed $9,000,000 per contract which includes unit prices per ton for biosolids hauling, monthly fuel surcharge, and annual consumer price index (CPI) adjustment; and Page 3 of 7 OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, November 6, 2024 B. Approve two (2) optional one-year renewals for $3,000,000 per year, per contract; and C. Approve a 10% contingency per contract; and D. Approve the addition of the new contracts to the Biosolids Program effective January 1, 2025. Originator:Lan Wiborg Agenda Report General Services Contract - Synagro-West, LLC General Services Contract - Rust Logistics, Inc. Attachments: NON-CONSENT: 9.2023-2987SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2, CONTRACT NO. P2-128A AS PART OF DIGESTER REPLACEMENT AT PLANT NO. 2, PROJECT NO. P2-128 RECOMMENDATION: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for South Perimeter Wall and Soil Improvements at Plant No. 2, Contract No. P2-128A; B. Accept the formal bid withdrawal request received on September 5, 2024, from the initial lowest bidder, Steve P. Rados, Inc. and receive and file the response to request; C. Award a Construction Contract Agreement to Ames Construction, Inc., for South Perimeter Wall and Soil Improvements at Plant No. 2, Contract No. P2-128A as part of Digester Replacement at Plant No. 2, Project No. P2-128, for a total amount not to exceed $25,270,000; and D. Approve a contingency of $2,527,000 (10%). Originator:Mike Dorman Agenda Report P2-128A Formal Bid Withdrawal Request - Steve P. Rados P2-128A Formal Bid Withdrawal Request - OC San's Response to Steve P. Rados P2-128A Construction Contract Agreement Presentation - P2-128A Contract Award Attachments: Page 4 of 7 OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, November 6, 2024 10.2023-2988SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2, CONTRACT NO. P2-128A AS PART OF DIGESTER REPLACEMENT AT PLANT 2, PROJECT NO. P2-128 RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Construction Services Agreement with Brown and Caldwell to provide construction support services for South Perimeter Wall and Soil Improvements at Plant No. 2, Contract No. P2-128A for a total amount not to exceed $2,048,122; and B. Approve a contingency of $204,812 (10%). Originator:Mike Dorman Agenda Report Draft Professional Construction Services Agreement Attachments: 11.2024-3901DIGESTER REPLACEMENT AT PLANT NO. 2, PROJECT NO. P2-128 RECOMMENDATION: Recommend to the Board of Directors to: Approve a Contingency increase of $6,288,000 (16%) to the existing Professional Design Services Agreement with Brown and Caldwell for the Digester Replacement at Plant No. 2, Project No. P2-128, for a new total contingency amount of $10,218,000 (26%). Originator:Mike Dorman Agenda Report Presentation - P2-128 Contingency Increase Attachments: 12.2024-3695DIGESTERS REHABILITATION AT PLANT NO. 2, PROJECT NO. P2-137 RECOMMENDATION: Recommend to the Board of Directors to: Approve a Contingency Increase of $1,296,000 (48%) to the existing Professional Design Services Contract with CDM Smith, Inc., for the Digesters Rehabilitation at Plant No. 2, Project No. P2-137, for a total contingency of $1,566,000 (58%). Originator:Mike Dorman Agenda Report Presentation - P2-137 Contingency Increase Attachments: Page 5 of 7 OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, November 6, 2024 13.2024-3902OPERATIONS AND MAINTENANCE FACILITY IMPROVEMENTS AT PLANT NO. 2, PROJECT NO. P2-138 RECOMMENDATION: Recommend to the Board of Directors to: Approve a contingency increase of $2,532,649 (32%) to the existing Professional Design Services Agreement with Stantec Architecture, Inc. for the Operations and Maintenance Facility Improvements at Plant No. 2, Project No. P2-138, for a total contingency of $3,324,102 (42%). Originator:Mike Dorman Agenda Report Presentation - P2-138 Contingency Increase Attachments: 14.2024-3903PROGRESSIVE DESIGN-BUILD OWNER ADVISOR, PROGRAM MANAGEMENT, AND PROFESSIONAL ENGINEERING SUPPORT SERVICES, PROJECT NO. PDB24-00 RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with Hazen and Sawyer to provide engineering services for Progressive Design-Build Owner Advisor, Program Management, and Professional Engineering Support Services, Project No. PDB24-00, for an amount not to exceed $19,340,000; and B. Approve a contingency of $1,934,000 (10%). C. Find approval of the Professional Services Agreement with Hazen and Sawyer is not a project subject to the California Environmental Quality Act. Originator:Mike Dorman Agenda Report Draft Professional Services Agreement - PDB24-00 Presentation - Owner Advisor Award PDB24-00 Attachments: INFORMATION ITEMS: None. DEPARTMENT HEAD REPORTS: CLOSED SESSION: None. Page 6 of 7 OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, November 6, 2024 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: 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: Adjourn the meeting until the Regular Meeting of the Operations Committee on December 4, 2024 at 5:00 p.m. Page 7 of 7 OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3916 Agenda Date:11/6/2024 Agenda Item No:1. FROM:Robert Thompson, 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 Operations Committee held October 2, 2024. 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 24-09 ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·October 2, 2024 Operations Committee meeting minutes Orange County Sanitation District Printed on 10/29/2024Page 1 of 1 powered by Legistar™ Orange County Sanitation District Minutes for the OPERATIONS COMMITTEE Wednesday, October 2, 2024 5:00 PM Board Room Headquarters Building 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 CALL TO ORDER A regular meeting of the Operations Committee of the Orange County Sanitation District was called to order by Committee Chairman Pat Burns on Wednesday, October 2, 2024 at 5:00 p.m. in the Headquarters Building of the Orange County Sanitation District. Director of Communications Jennifer Cabral led the pledge of allegiance. ROLL CALL AND DECLARATION OF QUORUM: Assistant Clerk of the Board Tina Knapp declared a quorum present as follows: PRESENT:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Scott Minikus, Robert Ooten, Schelly Sustarsic and Bruce Whitaker ABSENT:Joyce Ahn, Phil Hawkins, Johnathan Ryan Hernandez and Stephanie Klopfenstein STAFF PRESENT: Rob Thompson, General Manager; Lorenzo Tyner, Assistant General Manager; Jennifer Cabral, Director of Communications; Mike Dorman, Director of Engineering; Laura Maravilla, Director of Human Resources; Riaz Moinuddin, Director of Operations and Maintenance; Wally Ritchie, Director of Finance; Tina Knapp, Assistant Clerk of the Board; Mo Abiodun; Lorraine Baltierra; Jon Bradley; Jackie Castro; Sam Choi; Daisy Covarrubias; Raul Cuellar; Don Cutler; Rhea de Guzman; Thys DeVries; Martin Dix; Brian Engeln; Al Garcia; David Haug; Tom Meregillano; Kelly Newell; Victoria Pilko; Valerie Ratto; Don Stokes; Thomas Vu; Kevin Work; and Ruth Zintzun were present in the Board Room. Lan Wiborg, Director of Environmental Services was present telephonically. OTHERS PRESENT: Ryan Baron, General Counsel; Alex King and Andres Lopez, EIDIM; Lynn Grijalva, Hazen and Sawyer; and Linda Whitaker were present in the Board Room. PUBLIC COMMENTS: None. REPORTS: Chair Burns announced that a Special meeting of the Board of Directors will take place on Friday, October 25, 2024 at 11:00 a.m. for the State of OC San at Mile Square Park Golf Course. General Manager Rob Thompson did not provide a report. Page 1 of 5 OPERATIONS COMMITTEE Minutes October 2, 2024 CONSENT CALENDAR: 1. APPROVAL OF MINUTES 2024-3858 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the Regular meeting of the Operations Committee held September 4, 2024. AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Scott Minikus, Robert Ooten, Schelly Sustarsic and Bruce Whitaker NOES:None ABSENT:Joyce Ahn, Phil Hawkins, Johnathan Ryan Hernandez and Stephanie Klopfenstein ABSTENTIONS:None 2. CENGEN COOLING WATER PIPE REPLACEMENT AT PLANT NO. 2, PROJECT NO. FE20-04 2024-3847 Originator: Mike Dorman MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve a Task Order limit increase of $70,000 to the Professional Design Services Agreement with Dudek to provide professional engineering services for CenGen Cooling Water Pipe Replacement at Plant No. 2, Project No. FE20-04, Task Order No. FE18-00-03-03, for a total amount not to exceed $370,000. AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Scott Minikus, Robert Ooten, Schelly Sustarsic and Bruce Whitaker NOES:None ABSENT:Joyce Ahn, Phil Hawkins, Johnathan Ryan Hernandez and Stephanie Klopfenstein ABSTENTIONS:None NON-CONSENT: 3. ON-CALL MAINTENANCE AND REPAIR MASTER SERVICES CONTRACTS - SPECIFICATION NO. S-2024-1447BD 2024-3853 Originator: Riaz Moinuddin Director of Operations and Maintenance Riaz Moinuddin introduced David Haug, Maintenance Superintendent, who provided a presentation on the item that included Page 2 of 5 OPERATIONS COMMITTEE Minutes October 2, 2024 background information on the item, benefits and usage of the contracts, and current changes in these contracts. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve Master Services Contracts to provide on-call maintenance and repair services, Specification No. S-2024-1447BD, for a one-year period effective December 1, 2024, through November 30, 2025, with two (2) one-year renewal options in accordance with Ordinance No. OC SAN-61, Section 2.03(F) with the qualified firms listed below for task order bids less than $500,000: License A: 1. Charles King Company 2. Filanc 3. Jamison Engineering Contractors, Inc. 4. Kiewit Infrastructure West Co. 5. O’Connell Engineering & Construction, Inc. 6. Tharsos, Inc. 7. Vicon Enterprise Inc. 8. W.A. Rasic Construction Company, Inc. License C-10: 1. Baker Electric & Renewables, LLC 2. Big Sky Electric, Inc. 3. LEED Electric, Inc. 4. Vistam, Inc. License C-20: 1. Creative Air Mechanical Services 2. F.M. Thomas Air Conditioning, Inc. 3. Zia Degrees, Inc. B. Authorize the General Manager, or designee, to add or delete firms as necessary to maintain a qualified base of firms in accordance with Specification No. S-2024 1447BD. AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Scott Minikus, Robert Ooten, Schelly Sustarsic and Bruce Whitaker NOES:None ABSENT:Joyce Ahn, Phil Hawkins, Johnathan Ryan Hernandez and Stephanie Klopfenstein ABSTENTIONS:None Page 3 of 5 OPERATIONS COMMITTEE Minutes October 2, 2024 4. LICENSE AGREEMENT FOR CONSTRUCTION STAGING AREA AT PLANT NO. 2 2024-3805 Originator: Mike Dorman Director of Engineering Mike Dorman provided a verbal report of the item. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Approve a Temporary, Non-Exclusive and Revocable License Agreement with the City of Newport Beach for a construction staging area, at a cost of $10 and other consideration; with a term commencing on June 1, 2024, and terminating upon (i) the completion of the City Projects, or (ii) December 31, 2028; in a form approved by General Counsel. AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Scott Minikus, Robert Ooten, Schelly Sustarsic and Bruce Whitaker NOES:None ABSENT:Joyce Ahn, Phil Hawkins, Johnathan Ryan Hernandez and Stephanie Klopfenstein ABSTENTIONS:None INFORMATION ITEMS: 5.SUPERCRITICAL WATER OXIDATION UPDATE 2024-3398 Originator: Rob Thompson Mr. Thompson provided a report and presentation on the recent trip he took with Board Chair Ryan Gallagher and Board Vice-Chair Jon Dumitru to Orlando, Florida where they saw the unit in operation and learned more about the status of the project. ITEM RECEIVED AS AN: Information Item. DEPARTMENT HEAD REPORTS: None. CLOSED SESSION: None. Page 4 of 5 OPERATIONS COMMITTEE Minutes October 2, 2024 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: None. ADJOURNMENT: Chair Burns declared the meeting adjourned at 5:20 p.m. to the next Regular Operations Committee meeting to be held on Wednesday, November 6, 2024 at 5:00 p.m. Submitted by: _____________________ Tina Knapp, MMC Assistant Clerk of the Board Page 5 of 5 OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3917 Agenda Date:11/6/2024 Agenda Item No:2. FROM:Robert Thompson, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: SOUTHERN CALIFORNIA EDISON -AMENDMENT NO.5 TO THE POWER PURCHASE AGREEMENT AT PLANT NO. 2 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: Approve and authorize the Board Chairman to execute Amendment No.5 to the Power Purchase Agreement (QFID-05)with Southern California Edison (SCE)Company and Orange County Sanitation District (OC San),to allow for the extension of the term and to adjust the price for all energy delivered to SCE during the extension period. BACKGROUND OC San operates five Central Generation (CenGen)engines and a steam turbine at Plant No.2.The engines and steam turbine normally generate 100%of the power demand at Plant No.2 and a nominal amount that is exported. OC San and SCE entered into a Power Purchase Agreement (PPA)on September 9,1991.The terms of this agreement end November 30, 2024. This agreement has had four prior amendments. OC San is applying for a new PPA under the Wholesale Distribution Access Tariff (WDAT)with SCE. The WDAT agreement is being processed by SCE.Amendment No.5 will allow OC San to continue with the existing PPA and continue to be compensated for resource capacity.OC San does not plan to export significant amounts of energy under the amendment and plans to operate the engines with near zero exports. RELEVANT STANDARDS ·Ensure the public’s money is wisely spent ·Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard Orange County Sanitation District Printed on 10/29/2024Page 1 of 3 powered by Legistar™ File #:2024-3917 Agenda Date:11/6/2024 Agenda Item No:2. PROBLEM The current PPA is set to expire on November 30,2024.The application for a replacement WDAT PPA is currently under review and will not be in place before the expiration of the existing PPA. PROPOSED SOLUTION Approve Amendment No.5 of the current PPA which will provide continued service through December 31, 2026, or until the new PPA has been approved. TIMING CONCERNS Not amending the PPA by November 30, 2024 would leave OC San without a PPA. RAMIFICATIONS OF NOT TAKING ACTION Without this agreement, OC San will not be able to export power at Plant No. 2. PRIOR COMMITTEE/BOARD ACTIONS September 2024 -Approved the Net Energy Metering Interconnection Agreement (NST-497000)and Affidavit with Southern California Edison (SCE)Company and Orange County Sanitation District (OC San) to allow service under the Net Energy Metering (NEM-ST) tariff. July 2023 -Approved and Authorized the Board Chairman to execute Amendment No.4 to the Power Purchase Agreement (QFID-04)with Southern California Edison (SCE)Company and Orange County Sanitation District,to allow for the extension of the term and to adjust the price for all energy delivered to SCE during the extension period. November 2018 -Approved Amendment No.3 to the As-Available Capacity and Energy Power Purchase Agreement with Southern California Edison Company,to allow the Orange County Sanitation District to receive monthly sale statements from Southern California Edison Company through the electronic mail system. September 2005 -Authorized the General Manager to approve Amendment No.2 to the Power Purchase Agreement (QF 1098)with Southern California Edison Company,changing the type of the Plant 2 power generating facility from small power producer to co-generator facility. February 2002 -Authorized the General Manager to execute contract amendments to the existing “As Available Capacity and Energy Power Purchase Agreements”with Southern California Edison,as follows,providing for the method of payment by Edison of money owed to the District for power sold to Edison from November 2000 through March 2001,in a form approved by General Counsel: Amendment No.1 to Agreement Implementing Section 4.4 of Amendment No.1 to the Power Purchase Agreement -QFID 2640 (for Plant 1),including Conditional Release and Waiver and Amendment No.1 to Agreement Implementing Section 4.4 of Amendment No.1 to the Power Purchase Agreement - QFID 1098 (for Plant 2), including Conditional Release and Waiver. August 2001 -Authorized the General Manager to execute contract amendments to the existing “AsOrange County Sanitation District Printed on 10/29/2024Page 2 of 3 powered by Legistar™ File #:2024-3917 Agenda Date:11/6/2024 Agenda Item No:2. August 2001 -Authorized the General Manager to execute contract amendments to the existing “As Available Capacity and Energy Power Purchase Agreements”with Southern California Edison,as follows,in a form approved by General Counsel:Amendment No.1 To Power Purchase Agreement - QFID 2640 (for Plant 1);Agreement Amending Amendment No.1 To Power Purchase Agreement - QFID 2640 (for Plant 1);Amendment No.1 To Power Purchase Agreement -QFID 1098 (for Plant 2); and Agreement Amending Amendment No.1 To Power Purchase Agreement -QFID 1098 (for Plant 2). May 1991 -Approved documents relative to necessary arrangements with Southern California Edison Company for parallel operation of power generating facilities and for purchase and sale of excess power in connection with the Districts’new Central Power Generation System at Treatment Plant No. 2. ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 5,Page 7,Operations Summary)and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Amendment No. 4 ·Amendment No. 3 ·Amendment No. 2 ·Amendment No. 1 ·Original Agreement Orange County Sanitation District Printed on 10/29/2024Page 3 of 3 powered by Legistar™ Southern California Edison i ORIGINAL QFID.\'o.2!:i04,Orange County Saniiaiion Disiricl AMENDMENT NO.4 To the POWER PURCHASE AGREEMENT Between SOUTHERN CALIFORNIA EDISON COMPANY ORANGE COUNTY SANITATION DISTRICT QFID No.2804 This Amendment No. 4 ("Amendment No.4")to the Agreement (as that term is defined below)is entered into between Southern California Edison Company,a California corporation ("SCE")and Orange County Sanitation District,a special district organized and existing under the County Sanitation District Act,Health and Safety Code Section 4700 et seq.("Seller").SCE and Seller are hereinafter sometimes referred to individually as a "Party"and jointly as the ''Parties". Capitalized terms used and not otherwise defined in this Amendment No. 4 shall have the meanings ascribed to such terms in the Agreement. RECITALS The Parties enter into this Amendment No.4 with reference to the following facts: A. SCE and Seller are parties to that certain Power Purchase Agreement,dated as of September 9,1991.as amended by that certain Amendment No. 1 to the Power Purchase Contract dated August 22.2001.that certain Amendment No. 2 to the Power Purchase Contract,dated June 16,2006 and that certain Amendment No.3 to the Power Purchase Contract,dated December 6.2018 (as amended from time to Ume,the "Agreement"). B. The term ofthe Agreement is to end on July 26, 2023. which date is thirty (30) years from Initial Operation. C. The Parties desire to amend the Agreement to allow for the extension of the term and to adjust the price for all energy delivered by Seller to SCE during the extension period, subject to the terms and conditions described herein. The contents ofthis dnciment are subject to restrictions on disclosure as set forth in the A^eement. Amendment No. 4 to the Power Purchase Agreement Southern California Edison QFID No. 2804,Orange County Sanitation District AGREEMENT NOW THEREFORE,in consideration ofthe promises,mutual covenants and agreements set forth in this Amendment,and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties hereby agree as follows: 1.Section 3 ofthe Agreement is deleted in its entirety and replaced with the following: "This Agreement shall be binding upon execution by the Parties and shall remain effective until 11:59 P.M.Pacific Time on the earliest to occur of: (a)November 30,2024,(b) the date ofthe Permission to Operate letter issued from Edison to the Seller for the Generating Facility to allow for net metering,or (c) the fourteenth (14^)day after Edison receives written notice oftermination via overnight mail at 2244 Walnut Grove Avenue,Rosemead, California 91770,Attention: Energy Contract Management, or electronic mail at EnergyContracts@sce.com (the earliest ofthe date in (a), (b) or (c) the "Term End Date"). Upon the Term End Date, this Agreement will expire without any further action by the Parties and be of no further force and effect,except as to obligations that survive such expiration as provided for herein." 2. Section 13.2 ofthe Agreement is amended to add the following sentence at the end of the paragraph: "Notwithstanding the foregoing,for all electricity delivered by Seller beginning 12:01 A.M.Pacific Time on July 27, 2023 until the Term End Date,Edison shall pay Seller zero dollars ($0) per kilowatt-hour for energy." 3.MISCELLANEOUS (a)Reservation of Rights.Each of the Parties expressly reserves all of its respective rights and remedies under the Agreement. (b) Legal Effect.Except as expressly modified as set forth herein,the Agreement remains unchanged and, as so modified,the Agreement shall remain in full force and effect. (c)Governing Law.THIS AMENDMENT NO. 4 AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED,ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA,WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.TO THE EXTENT ENFORCEABLE AT SUCH TIME,EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY The contents ofthisdocument are subject torestrictions on disclosure assetforth intheAgreement. Amendment No. 4 to the Power Purchase Agreement Southern California Edison QFID No. 2804,Orange County Sanitation District JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AMENDMENT NO.4. (d) Successors and Assigns. This Amendment No. 4 shall be binding upon and inure to the benefit ofthe Parties hereto and their respective successors and assigns. (e) Authorized Signatures: Notices. Each Party represents and warrants that the person who signs below on behalfof that Party has authority to execute this Amendment No. 4 on behalf of such Party and to bind such Party to this Amendment No. 4. Any written notice required to be given under the terms ofthis Amendment No. 4 shall be given in accordance with the terms ofthe Agreement. (f)Effective Date.This Amendment No. 4 shall be deemed effective as ofthe date the last Party hereto executes this Amendment No. 4 (the "Effective Date''). (g)Further Agreements.This Amendment No. 4 shall not be amended,changed, modified,abrogated or superseded by a subsequent agreement unless such subsequent agreement is in the form ofa written instrument signed by the Parties. (h)Counterparts:Electronic Signatures.This Amendment No. 4 may be executed in one or more counterparts,each of which will be deemed to be an original of this Amendment No. 4 and all of which,when taken together,will be deemed to constitute one and the same agreement.The exchange ofcopies ofthis Amendment No. 3 and ofsignature pages by facsimile transmission.Portable Document Format (i.e.,PDF),or by other electronic means shall constitute effective execution and delivery of this Amendment No. 4 as to the Parties and may be used in lieu ofthe original Amendment No. 4 for all purposes. [Signature pagefollows] The contents ofthis document are subject to restrictions ondisclosure assetforth intheAgreement. Amendment No. 4 to the Power Purchase Agreement DocuSign Envelope ID:D9538638-3AA5-489F-9062-ACA1E6ACFA27 Southern California Edison OFID No. 2804,Orange County Sanilalion District IN WITNESS WHEREOF,the Parties hereto have caused this Amendment No. 4 to be executed by their duly authorized representatives on the dates indicated below their respective signatures. ORANGE COUNTY SANITATION SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation.g —uocusignea by: Wanke Board Chairman Date: T,,C62SDEA6B24E427...MarK irwin Director ofEnergy Contract Management 7/22/2023 Date: Attest: KelWA.IMre,MMC Clei^of the Board Orange County Sanitation District ^7 /^/Date: The contcuts ofthis cJocument are subjecl tnrestrictions ondisclosure assetforth inthe Agrecmenf. Amendment No. 4 to the Power Purchase Agreement OC6SAN ORANGE COUNTY SANITATION DISTRICT MINUTE EXCERPT MEMORANDUM REGULAR MEETING OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT Wednesday,July 26,2023 at 6:00 p.m. Administration Building 10844 Ellis Avenue, Fountain Valley,California. Chairman Chad Wanke of the Orange County Sanitation District called the meeting to order at 6:01 p.m. The Clerk of the Board of Directors reported a quorum present. STEERING COMMITTEE: 15.SOUTHERN CALIFORNIA EDISON -AMENDMENT NO.4 TO 2023-3110 THE POWER PURCHASE AGREEMENT AT PLANT NO.2 MOVED.SECONDED.AND DULY CARRIED TO: Approve and Authorize the Board Chairman to execute Amendment No. 4 to the Power Purchase Agreement (QFID-04)with Southern California Edison Company and Orange County Sanitation District, to allow for the extension of the term and to adjust the price for all energy delivered to SCE during the extension period. AYES:Brad Avery,Pat Bums,Doug Chaffee,Jon Dumitru,Rose Espinoza,Stephen Faessel,Ryan Gallagher,Marshall Goodman,Glenn Grandis,Johnathan Ryan Hernandez, Farrah Khan,Christine Marick,Scott Minikus,Jordan Nefulda, Andrew Nguyen,Robert Ooten,David Shawver,Schelly Sustarsic,Chad Wanke,Bruce Whitaker,John Withers and Jordan Wu (Alternate) NOES:None ABSENT:Phil Hawkins,Steve Jones,and Susan Sonne ABSTENTIONS:None ADJOURNMENT:The Chair declared the meeting adjourned at 6:43 p.m. STATE OF CALIFORNIA) )SS. COUNW OF ORANGE ) I,Kelly A. Lore, Clerk of the Board of the Board of Directors of Orange County Sanitation District, do hereby certify that the above and foregoing to be a full,true,and correct copy of a minute excerpt of the meeting of said Board of Directors on the 26^^^ day of July 2023. 2023. IN WITNESS WHEREOF,I have hereunto set my hand this 26thth day of July Kelly A.LotferMM. Clerk of thoBoard, Orange County Sanitation District .USA Airbill Express FedExTricUng Numb*'fl45E MIED SDMD From fiKMpm«n(f 'wii Date 7 Sender'sFedEx AccountNumber 1076-7574-5 Senders Name Phone'714)965-2411 Company ORANGE CQUNTY SANITATION DIST Address 10844 ELLIS AVE O«ct;!%oi/Suiu/Tlooni City FOUNTAIN VALLEY State CA ZIP 95708-7018 Your InternalBilling Reference Rn21 wflefveV octftvoice. To Recipient's Name Company Address To-HDliraiFME< Address Crty Jessie Chen Southern California Edison Advisor,Energy Contract Management Energy Procurement &Management 2244 Walnut Grove Ave.,Quad 1C Rosemead,CA 91770 State VViewin«drtvtrtoP-Q.bouiorP.O.ZlPcoilts. ifJPtatSiitlfam ZIP •ais 4a ExpressPackage Service Oibvinr Pad(9gesuptoiwm mtvbeMtrir I I FedEx Priority Overnight •FedEx Standard Ovemight hii*inau«Aafnnnn dExRrstOvemightEflfCMtnedbusinsnmomirg ddMfvIDsdlMtiDcnona ri FedEx2Day n FedEx ExpressSaverS9eon}t>u»tfles$(}Qv businessdayIFWEnEnvelowrWBnotavaiUble.Mintftninicharpg:On&»wjndfstfl 4b ExpressFreightService I—I FedExlDayFreight*|j FedExZDavFreigNtI 1 NadSusmsuifay I—I SecoMbusimssdayNadBusinessflay 'CriloiCcirAmnion: Packagesaver tSOlbs.OsfivwynmmimiefnirevbeImrmsomervat •FedEx3Day Freight Thinlbutin«8HV *OflclartdvalueliiMSEOO5 Packaging I 1FedEx Envelope*I IFedEx Pak* (ncljMiPadExSniaHPAk,FMEx Lj^Pak.andPad&t Q Other biciudftF*dExtddnsihi Sectbn16 Special Handling ^SATURDAYDe&wy •AvailableONLYforFwlExPriorffyOvorntgm,20dV>FadGclDflyFrtigfjht.artfFedb2Day Fral0tntosalsciZIPeodaaOoMthisshipmentcontaindangonwsgoods? 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Questions?VisitourWeb siteatfedex.com or call 1.800.6o.FedB(®600.4633339.0272582303 ByZoningyausuttiorireustodeliverthisshlpmantwithoutobtaining asignatureandagreetoindemn^and1^usharmlessfmnanyresuBing claim SAF'AnDateS/1l3*Pin<1S7eil!«OI»4-2ga3FHEi>mNIE0INUSA Southern California Edison ~ORIGINAL ID #2804, Orange County Sanitation District AMENDMENT NO. 3 to the AS-AVAILABLE CAPACITY AND ENERGY POWER PURCHASE AGREEMENT between SOUTHERN CALIFORNIA EDISON COMP ANY and ORANGE COUNTY SANITATION DISTRICT (RAP ID #2804) This Amendment No. 3 ("Amendment No. 3") to the Agreement (as that term is defined below) is entered into between Southern California Edison Company, a California corporation ("SCE"), and Orange County Sanitation District, a special district organized and existing under the County Sanitation District Act, Health and Safety Code Section 4700 et seq. ("Seller"). SCE and Seller are hereinafter sometimes referred to individually as a "Party" and jointly as the "Parties". Capitalized terms used and not otherwise defined in thi s Amendment o. 3 shall have the meanings ascribed to such ter~s in the Agreement. RECITALS The Parties enter into this Amendment o. 3 with reference to the following facts: A. SCE and Sell er are Parties to that certain As-Available Capacity and Energy Power Purchase Agreement, dated as of September 9, 1991 (as amended, supplemented or otherwise modified from time to time, the "Agreement"), which provides for the sale to Edison of electrical power from Seller's Generating Facility (as that term is defined in the Agreement). B. The Parties wish to amend the Agreement in order to update the payment provisions set forth in Section 17.1 of the Agreement. The contents of this document are subject to restrictions on disclosure as set forth in the Agreement. Amendment No. 3 to the As-Available Capacity and Energy Power Purchase Agreement Southern California Edison ID #2804, Orange County Sanitation District AGREEMENT In consideration of the promises, mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, as set forth herein, the Parties agree as follows: I. Section 17.1 of the Agreement is deleted in its entirety and replaced with the following: "Edison shall deliver via electronic mail to Seller's email address (SCESale@ocsd.com) not later than thirty (30) calendar days after the end of each monthly billing period (a) a statement showing the energy and capacity delivered to Edison during on-peak, mid-peak, off-peak, and super-off-peak periods during the monthly billing period, and (b) Edison's computation of the amount due Seller. Edison shall make payment to Seller in said amount not later than thirty (30) calendar days after the end of each monthl y billing period. Edison may make payments to Seller via check mailed to Seller's designated address (I 0844 Ellis Avenue, Fountain Valley, CA 92708) or by Automated C learing House ("ACH") transaction." 2. MISCELLANEOUS (a) Reservation of Rights. Each of the Parties expressly reserves all of its respective rights and remedies under the Agreement. (b) Legal Effect. Except as expressly modified as set forth herein, the Agreement remains unchanged and, as so modified, the Agreement shall remain in full force and effect. (c) Governing Law. THIS AMENDMENT NO. 3 AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. TO THE EXTENT ENFORCEABLE AT SUCH TIME, EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AMENDMENT NO. 3. (d) Successors and Assigns. This Amendment No. 3 shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. (e) Authorized Signatures; Notices. Each Party represents and warrants that the person who signs below on behalf of that Party has authority to execute this Amendment No. 3 on behalf of such Party and to bind such Party to this Amendment No. 3. The contents of this document are subject to restrictions on disclosure as set forth in the Agreement. Amendment No. 3 to the As-Available Capacity and Energy Power Purchase Agreement 2 Southern California Edison ID #2804, Orange County Sanitation District Any written notice required to be given under the terms of this Amendment o. 3 shall be given in accordance with the terms of the Agreement. (f) Further Agreements. This Amendment No. 3 shall not be amended, changed, modified, abrogated or superseded by a subsequent agreement unless such subsequent agreement is in the form of a written instrument signed by the Parties. (g) Counterparts; Electronic Signatures. This Amendment No. 3 may be executed in one or more counterparts, each of which will be deemed to be an original of this Amendment No. 3 and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Amendment No. 3 and of signature pages by facsim ile transmission, Portable Document Format (i.e., PDF), or by other electronic means shal l constitute effective execution and delivery of this Amendment No. 3 as to the Parties and may be used in lieu of the original Amendment No. 3 for all purposes. [Remainder of Page Left Intentionally Blank.] The contents of this document are subject to restrictions on disclosure as set f orth in the Agreement. Amendment No. 3 to the As-Available Capacity and Energy Power Purchase Agreement 3 Southern California Edison ID #2804, Orange County Sanitation District IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 3 to be executed by their duly authorized representatives on the dates indicated below their respective signatures. ORANGE COUNTY SANITATION DISTRICT a special district organized and existing under the County Sanitation District Act, Health and Safety Code Section 4 700 et seq. Board Chairman Date: __ 11_._)--'--z.-=-8_,_/w_1-=-g __ _ Date: _I J_/:;__g_Jt?-D~f 8' __ SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation. Director, Energy Contracts Management /i Date: / 2-ft IM/8 I I The contents of this document are subject to restrictions on disclosure as set forth in the Agreement. Amendment No. 3 lo the As-Available Capacity and Energy Power Purchase Agreement 4 OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3789 Agenda Date:11/6/2024 Agenda Item No:3. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: DIGESTER K DOME REPAIR AT PLANT NO.2,PROJECT NO.FR2-0032,SPECIFICATION NO.S -2024-630BD GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Services Contract to Structural Preservation Systems for Digester K Dome Repair at Plant No. 2, Project No. FR2-0032, Specification No. S-2024-630BD, for a total amount not to exceed $876,707; and B. Approve a contingency of $131,506 (15%). BACKGROUND Orange County Sanitation District (OC San)Digesters I,J,and K at Plant No.2 are used as holding tanks for digested sludge prior to sludge dewatering by the downstream dewatering centrifuges. Digester K,built in 1971,has been out of operation and empty since 2021 due to required structural repairs under this project. RELEVANT STANDARDS ·Comply with California Public Contract Code Section 20103.8,award a contract to lowest responsive, responsible bidder text here ·Protect OC San assets ·24/7/365 treatment plant reliability ·Commitment to safety & reducing risk in all operations PROBLEM The Digester K Dome cannot hold gas pressure due to multiple full penetration cracks on the dome surface.The concrete dome also lacks adequate rebar cover and concrete thickness in some locations,which was identified during the structural condition assessment.Multiple efforts to spot- repair the cracks have been attempted in the past but did not produce successful results.Repairs are required to bring Digester K back into service. Orange County Sanitation District Printed on 10/30/2024Page 1 of 3 powered by Legistar™ File #:2024-3789 Agenda Date:11/6/2024 Agenda Item No:3. PROPOSED SOLUTION Approve a Services Contract for Digester K Dome Repair at Plant No.2,Project No.FR2-0032, Specification No.S-2024-630BD.The project will repair full penetration cracks and address previously repaired cracks that failed for the entire digester dome.Cracks will be repaired by injecting a crack resin designed to fill the full depth of each void.The project will also repair concrete spalling and address exposed reinforcement (rebar).Subsequently,a 2-inch-thick polymer concrete/mortar will be applied over the entire existing dome of Digester K. A higher-than-usual contingency is requested due to a higher level of risk associated with concrete and concrete crack repairs.If an unknown condition is encountered and there is insufficient contingency,contract completion could be significantly delayed and expose OC San to extended overhead costs by the contractor. TIMING CONCERNS The Digester K Dome repair needs to be completed as soon as possible to avoid interruption of the solids handling process.OC San’s Operations require two holding digesters for the dewatering centrifuge and truck loading facilities operation.Completing the Digester K repairs are critical as there is currently no backup holding digester. RAMIFICATIONS OF NOT TAKING ACTION There is an increased risk of solids handling interruptions if normal solids dewatering,truck loading, and haul out operations are interrupted and there is insufficient holding digester capacity. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION OC San solicited bids for S-2024-630BD,Digester K Dome Repair at Plant No.2 (FR2-0032)in Planet Bids on August 15,2024,and two (2)sealed bids were received on September 17,2024.A summary of the bid opening follows: Engineer’s Estimate $1,268,500 Bidder Amount of Bid Structural Preservation Systems $876,707 NMN Construction $1,394,000 The bids were evaluated in accordance with the OC San’s policies and procedures,and both were found to be responsive and responsible.Therefore,staff recommends awarding a Services Contract to Structural Preservation Systems, for a total amount not to exceed $876,707. Orange County Sanitation District Printed on 10/30/2024Page 2 of 3 powered by Legistar™ File #:2024-3789 Agenda Date:11/6/2024 Agenda Item No:3. CEQA The project is exempt from CEQA under the Class 1 categorical exemptions set forth in California Code of Regulations section 15301.A Notice of Exemption will be filed with the OC Clerk-Recorder and State Clearing House after the OC San Board of Directors approval of the Contract. FINANCIAL CONSIDERATIONS This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 5,Page 3,Operations Summary,Repairs & Maintenance) and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Draft Services Contract DL:lb Orange County Sanitation District Printed on 10/30/2024Page 3 of 3 powered by Legistar™ Services Contract 1 of 11 Specification No. S-2024-630BD Revision 073024 SERVICES CONTRACT Digester K Dome Repair at Plant 2 (FR2-0032) Specification No. S-2024-630BD This SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and _____________________ (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to obtain the services of Contractor for Digester K Dome Repair at Plant 2 (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s current Purchasing Ordinance; and WHEREAS, on ____________________, OC San’s Board of Directors, by minute order, authorized execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows: 1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. 1.2 The following exhibits are incorporated by reference and made part of this Contract. Exhibit “A” – Scope of Work Exhibit “B” – Bid Exhibit “C” – Determined Insurance Requirement Form Exhibit “D” – Contractor Safety Standards Exhibit “E” – Human Resources Policies Exhibit “F” – General Conditions Exhibit “G” – Bonds 1.3 In the event of any conflict or inconsistency between the provisions of the Contract and any of the provisions of the exhibits hereto, the provisions in the document highest in precedence shall be controlling. The order of precedence of the applicable documents is set forth below: a. Addenda issued prior to the deadline for submitting the bids – the last addendum issued will have the highest precedence b. Services Contract Services Contract 2 of 11 Specification No. S-2024-630BD Revision 073024 c. Exhibit “A” – Scope of Work d. Permits and other regulatory requirements e. Exhibit “C” – Determined Insurance Requirement Form f. Exhibit “F” – General Conditions g. Exhibit “D” – Contractor Safety Standards h. Notice Inviting Bids i. Exhibit “B” – Bid 1.4 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of providing the Services to OC San. 1.5 Work Hours: All work shall be scheduled Monday through Friday, between the hours of 7:30 a.m. and 4:30 p.m. 1.6 Days: Shall mean calendar days, unless otherwise noted. 1.7 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.9 The provisions of this Contract may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.10 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. 2. Scope of Work. 2.1 Contractor shall provide the Services identified in Exhibit “A” in accordance with generally accepted industry and professional standards. 2.2 Modifications to Scope of Work. OC San shall have the right to modify the Scope of Work at any time. All modifications must be made by an amendment signed by both Parties and consistent with Exhibit “F” - General Conditions (General Conditions), including the sections entitled REQUEST FOR CHANGE (CHANGES AT CONTRACTOR’S REQUEST) and OWNER INITIATED CHANGES. 2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the work to be performed; (b) it understands the facilities, difficulties, and restrictions of the work under this Contract; and (c) it has examined the site of the work and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition 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. 2.4 Performance. Time is of the essence in the performance of the provisions hereof. Services Contract 3 of 11 Specification No. S-2024-630BD Revision 073024 3. Contract Term. 3.1 The Services shall be completed within one hundred fifty four (154) calendar days from the effective date of the Notice to Proceed. 3.2 Extensions. The term of this Contract may be extended only by an amendment signed by both Parties and consistent with the General Conditions, including the section entitled EXTENSION OF TIME FOR DELAY. 4. Compensation. 4.1 As compensation for the Services provided under this Contract, OC San shall pay Contractor a total amount not to exceed _________________ Dollars ($___________.00). 4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the amount specified above. 5. Payments and Invoicing. 5.1 OC San shall pay itemized invoices for work completed in accordance with Exhibit “A” thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line, include “INVOICE” and the Purchase Order Number. 5.3 The invoices shall be consistent with the General Conditions, including the section entitled PAYMENT FOR WORK. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform work related to this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws. 6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD. 6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Services Contract 4 of 11 Specification No. S-2024-630BD Revision 073024 Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and 1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site. 6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(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 the 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. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments. 6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San, along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815. Services Contract 5 of 11 Specification No. S-2024-630BD Revision 073024 6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” Contractor shall ensure that all its contracts with its subcontractors provide the provision above. 6.11 Contractor shall comply with the provisions specified in the General Conditions section entitled LAWS TO BE OBSERVED. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San and consistent with the General Conditions, including the section entitled PRESERVATION OF PROPERTY. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three (3) years after its expiration or 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. 10. Contractor Safety Standards and Human Resources Policies. 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, the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Services Contract 6 of 11 Specification No. S-2024-630BD Revision 073024 Requirement Form. 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. 12. Bonds. Prior to entering into the Contract, Contractor shall furnish bonds (attached hereto in Exhibit “G”), consistent with the requirements specified in the General Conditions, and which shall be approved by OC San’s General Counsel. The bonds shall be one in the amount of one hundred percent (100%) of the total Contract price bid, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%) of the total Contract price bid, to guarantee payment of all claims for labor and materials furnished. This Contract shall not become effective until such bonds are supplied to and accepted by OC San. Bonds must be issued by a California admitted surety and must be maintained throughout the life of the Contract and during the warranty period. 13. Indemnification and Hold Harmless Provision. Contractor shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or may be caused by Contractor’s equipment and/or Services under this Contract, or by 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. Except as to the sole active negligence of or willful misconduct of OC San, 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, or interference with the use of property arising out of or in connection with Contractor’s performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process; or any patented or unpatented invention, article, or appliance furnished or used under the Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor’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. Contractor agrees to provide this defense immediately upon written notice from OC San, and with well qualified, adequately insured, and experienced legal counsel acceptable to OC San. This section shall survive the expiration or early termination of the Contract. 14. Independent Contractor. The 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. Services Contract 7 of 11 Specification No. S-2024-630BD Revision 073024 15. Subcontracting and Assignment. Any subcontracting or assignment shall be governed by the provisions of the General Conditions including the sections entitled SUBCONTRACTING and ASSIGNMENT. 16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract without the prior written consent from OC San. 17. 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 under the terms of this Contract. 18. Third-Party Rights. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of Contractor’s noncompliance therewith. Any provision required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically included or referenced. 20. 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 provide the Services. 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 this Contract will be paid by Contractor. 21. Regulatory Requirements. Contractor shall perform all work under this Contract consistent with the General Conditions, including the section entitled STORMWATER REQUIREMENTS, and 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s responsibility to ensure that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Warranties. Contractor shall provide the warranties required in the Scope of Work and in the General Conditions, including the section entitled WARRANTY (CONTRACTOR’S GUARANTEE). Services Contract 8 of 11 Specification No. S-2024-630BD Revision 073024 25. Dispute Resolution. Any disputes between the Parties shall be resolved as specified in the General Conditions, including the section entitled DISPUTES 26. Liquidated Damages. (Not Used) 27. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to perform the Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute equipment and services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute equipment and services and the Contract price, together with any incidental or consequential damages. 28. 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 the affected 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 of the Parties. 29. Termination. 29.1 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. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OC San shall thereafter, within thirty (30) days, pay Contractor for work performed (cost and fee) through the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OC San from any further fee, cost, or claim hereunder by Contractor other than for work performed through the date of termination. 29.2 OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or for any other default of this Contract. 29.3 OC San may also immediately terminate this Contract for default, in whole or in part, by written notice to Contractor:  if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or  if Contractor sells its business; or  if Contractor breaches any of the terms of this Contract; or  if the total amount of compensation exceeds the amount authorized under this Contract. 29.4 All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the expiration or early termination of this Contract, whichever occurs first. 30. Attorney’s Fees. 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 Contract, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and Services Contract 9 of 11 Specification No. S-2024-630BD Revision 073024 necessary disbursements in addition to any other relief to which the prevailing party may be entitled and as specified in the General Conditions, including in the section entitled CLAIMS. 31. Waiver. The waiver by 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. 32. Severability. If any section, subsection, or provision of this Contract; or any agreement or instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 33. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 34. 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. 35. Notices. 35.1 All notices under this Contract must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand, or request sent. All notices shall be effective when first received at the following addresses: OC San: Jeremey Arbiso Senior Buyer Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jarbison@ocsan.gov Contractor: ______________________ [Contact Name] ______________________ [Contact Title] ______________________ [Company Name] ______________________ [Street Address] ______________________ [City, State, Zip Code] ______________________ [Email Address] 35.2 Each party shall provide the other party written notice of any change in address as soon as practicable. Services Contract 10 of 11 Specification No. S-2024-630BD Revision 073024 36. Read and Understood. By signing this Contract, Contractor represents that it has read and understood the terms and conditions of the Contract. 37. 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. 38. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. [Intentionally left blank. Signatures follow on the next page.] Services Contract 11 of 11 Specification No. S-2024-630BD Revision 073024 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors Dated: _________________ By: Kelly A. Lore Clerk of the Board Dated: _________________ By: Kevin Work Purchasing & Contracts Manager [CONTRACTOR] Dated: _________________ By: Print Name and Title of Officer LL ____________________________________________________________________________ EXHIBIT A Page 1 of 7 Specification No. S-2024-630BD EXHIBIT A SCOPE OF WORK Digester K Dome Repair at Plant No. 2 (FR2-0032) SPECIFICATION NO. S-2024-630BD 1. BACKGROUND Digester K was built in 1971 as part of the P2-17 Project to serve as a holder tank to contain digested sludge before pumping it to the dewatering facility. The Digester K dome is a fixed concrete dome with an interior PVC tent liner installed in 1999 by Project P2-39. The original foam insulation on the dome exterior was removed at some point by Orange County Sanitation District (OC San) maintenance activities and Digester K currently has a bare concrete dome exterior. Over time, concrete cracks in the Digester K dome have been repaired from the exterior surface of the dome by various contractors. The last round of concrete crack repairs occurred in November 2019 when OC San Operations reported gas leaks. The cracks were repaired from the exterior surface of the dome using an epoxy injection repair method. Digester K has been empty and not in operation since 2021. OC San has performed various condition assessments to develop a repair approach so Digester K can be returned to operation. The condition assessments performed identified areas of the dome that do not meet the 5-inch shell thickness and areas that do not have 1-1/2-inch concrete cover over top rebar. This project will provide concrete crack repairs and a repair concrete / mortar overlay of the digester dome to extend the service life for the digester dome. 2. SCOPE OF WORK 2.1 GENERAL This Scope of Work (SOW) defines the requirements for the work at Plant No. 2 Digester K dome that includes testing and inspection to identify cracks for repair, existing and new crack repairs, dome patching prior to installation of the concrete / mortar overlay, surface preparation, and application of bonding agent and installation of concrete / mortar overlay on the dome. The work includes but is not limited to the following tasks: 1) Comply with administrative project requirements and prepare and process submittals required for the work. 2) Inspect dome and tag equipment to be removed and reinstalled; lock out tag on all energy sources to the dome. 3) Remove all loose concrete, aggregate, rust, oil and other bond-inhibiting materials from the concrete dome surface and exposed reinforcing steel by mechanical means, ensure removal of any previously installed loose materials on the dome surface, including epoxy resins and injection ports used for surface or crack repairs. 4) Coordinate with OC San to perform 7-inch water column air pressure test of the dome to identify all cracks to be repaired. OC San will fill the digester with liquid and pressurize the dome with compressed air. Contractor shall provide OC San with at least three (3) weeks’ notice prior to testing to allow OC San to fill Digester K to build pressure for testing. The Contractor shall inspect the entire dome for leakage using soap/water mixture. The Contractor shall mark all leaks in previously repaired cracks, and unrepaired cracks, and document location and length, and provide information to OC San’s Project Manager prior to crack injection. 5) Perform crack repair on all identified cracks using approved repair method. ____________________________________________________________________________ EXHIBIT A Page 2 of 7 Specification No. S-2024-630BD 6) In preparation for concrete repair / mortar overlay: a. Remove all equipment, piping, or other items tagged for removal. b. Protect all dome penetrations such as piping and nozzles. c. Protect all aluminum members such as guard rails, bars and posts. 7) Mechanically prepare concrete surface to concrete surface profile (CSP) 7 or greater. Notify OC San Construction Inspector to check for compliance. 8) Repair concrete / mortar overlay: 9) When overlay reaches 5000 psi or after twenty-eight (28) days coordinate with OC San’s Project Manager to perform 7-inch water column hydrostatic pressure test of the dome. OC San will perform the hydrostatic pressure test. Contractor shall provide OC San with three (3) weeks’ notice prior to testing to allow OC San to fill Digester K to build pressure for testing. 10) Repair any cracks identified during hydrostatic pressure test. 11) Reinstall all equipment, piping, or other items removed for installation of overlay. Restore power and controls to equipment. 12) Ensure all the reinstalled equipment and piping shall maintain equal condition compared to their pre-removed state. The performance of these reinstalled components shall be approved by OC San Commissioning Coordinator. 2.1.1 All work shall be performed, and all components and materials shall be provided by the Contractor in accordance with Appendix 1 (Drawing). Provide all labor, elements, accessories, and appurtenances for a complete repair system. 2.1.2 Crack repairs and concrete / mortar overlay shall be installed in accordance with the manufacturer’s requirements. Product manufacturer shall provide warranty against defects of materials prior to substantial completion. 2.1.3 The Contractor shall be responsible for the removal of all debris and demolished items from this site associated with this SOW. 2.1.4 The Contractor shall furnish services and other items of expense that may be necessary and required to perform all activities described herein, including project management, field supervision, home office support, labor, permanent materials, construction equipment and tools, consumable supplies, transportation, testing, safety equipment and personnel protection equipment, temporary and support facilities, and insurance. 2.1.5 OC San will provide 4,000 square foot space at Plant No. 2 for a laydown and staging area as indicated on the drawings provided in Appendix 1. The Contractor shall include, in its bid, all expenses and costs related to accessing the laydown and staging area provided by OC San or for an offsite storage and laydown area if required. 2.1.6 Electrical power and water may be made available by OC San for Contractor’s construction operations. Power may be available by connecting to existing source within three hundred (300) ft. Plant water may be available from a hose bib. Any power or water needed beyond limits of connections provided by OC San are Contractor’s responsibility. 2.1.7 Contractor shall obtain written permission from OC San’s Project Manager prior to starting physical work at the project location. 2.1.8 Contractor shall bring all discrepancies between the SOW, Drawings, Field Conditions, and Reference Drawings to the attention of OC San’s Project Manager for resolution, ____________________________________________________________________________ EXHIBIT A Page 3 of 7 Specification No. S-2024-630BD immediately upon discovery. No extra work shall proceed without OC San’s Project Manager prior written authorization. 2.1.9 OC San may assign inspectors and other staff to witness Contractor’s activities, including, but not limited to, installation, all readings taken, and all tests performed by Contractor. The presence or lack of presence of OC San or OC San’s representative does not relieve the Contractor from the requirements to perform all testing, all quality control and quality assurance, and other tasks required for the work. 2.1.10 OC San has not sampled components Digester K but believes that low lead levels may exists in the conduit and equipment coatings. The Contractor shall comply with the applicable CAL OSHA lead standard. The Contractor shall be aware that gaskets on piping systems likely contain asbestos and require abatement by trained individuals. 2.1.11 The Contractor shall be solely responsible for protecting Digester K components to remain and adjacent tanks and pipes. The Contractor shall coordinate the work to avoid any interference with normal operations of plant equipment and processes. Always maintain access for OC San Operations and Maintenance staff. 2.2 WORK ELEMENTS The Contractor shall complete the tasks described below. 2.2.1 PROJECT MANAGEMENT AND PLANNING: A. PROGRESS MEETINGS: Contractor shall conduct recurring progress meetings. Attendees shall include Contractor, OC San Project Manager, OC San designated representatives, if any, and manufacturers, vendors, and sub-contractors as needed for the meeting agenda. The Contractor’s project manager shall attend every meeting. Progress meetings shall occur once a month until on-site work begins, and weekly during construction and have a minimum duration of sixty (60) minutes. All planned meetings shall be in person unless otherwise directed by OC San Project Manager. OC San will provide meeting space. Additional meetings may be required for the progress of the work. B. PMWEB: The Project shall utilize PMWeb as the Project Control Management System (PCMS) for Project communication, submittal generation and tracking, change management, invoices, construction issue / RFI tracking, automation of key processes, and the overall management of the Contract. The PCMS is a cloud-based solution used to facilitate the electronic exchange of information. The PCMS runs inside most internet browsers. OC San will provide Contractor with user account and web address and up to five (5) PCMS licenses. Internet access is required to use the PCMS. The Contractor is responsible for its own connectivity to the Internet. OC San will provide a one (1)-time training session of up to two (2) hours to train up to five (5) of the Contractor’s designated staff on general system requirements, procedures, and methods. 2.2.2 SAFETY RELATED TASKS. Follow all applicable requirements of the OC San Contractor Safety Standards, latest version, and CAL OSHA requirements. All workers shall have 4-gas air quality monitors on their person while at the site suitable for high oxygen environments. Contractor shall provide Injury and Illness Prevention Plan, Site-Specific Safety Plan, and Hot Work Permits for OC San review and approval. If entry ____________________________________________________________________________ EXHIBIT A Page 4 of 7 Specification No. S-2024-630BD into the tank is necessary, submit permit required confined space entry documents. 2.2.3 SUBMITTALS AND DELIVERABLES. Contractor shall provide product data sheets and other submittals and procedures for review and approval by OC San Project Manager for all materials, components, and parts prior to procurement. Contractor shall group submittals in sets to maximize efficiency. Provide submittals in digital, PDF format that is high resolution (1200 dpi or higher). Ensure all non-applicable data and optional functions that are not being provided are deleted or clearly crossed out. Provide submittals to OC San via PMWeb for review. OC San will return submittals to the Contractor within twenty (20) working days. Contractor shall revise submittals as directed and resubmit as necessary. 2.2.4 REMOVAL OF ELECTRICAL AND MECHANICAL EQUIPMENT: Contractor shall remove electrical and mechanical equipment including pipes, valves, conduits, wiring, etc. as necessary for installation of concrete / mortar overlay. Contractor is responsible for conducting a thorough investigation to determine which equipment will be removed and reinstalled. Work shall be coordinated with OC San Project Manager or OC San designated representative. 2.2.5 DOME CRACK REPAIRS: Contractor shall coordinate all testing with OC San’s Construction Inspector identify and document all crack locations and extent, and perform cracks repairs, including retesting and additional repairs if needed. 2.2.6 CONCRETE / MORTAR OVERLAY: Contractor shall perform the dome surface preparation; installation of a bonding agent and mortar overlay per the drawing’s (See Appendix A-1) requirements and manufacturer’s recommendations. The completion of this task would be considered “Substantial Completion,” as referenced in Section 4, Submittal of Project Schedule and Workplan, of this SOW. 2.2.7 TESTING OF MORTAR OVERLAY ADHESION TO SUBSTRATE: The Contractor shall coordinate mortar overlay pull testing up to six (6) locations and shall re-patch the test locations. 2.2.8 TESTING AND COMMISSIONING OF REINSTALLED EQUIPMENT. Contractor to ensure all reinstalled equipment maintains equal performance compared to their pre-removed state. Following reinstallation comprehensive testing and commissioning shall be conducted in accordance and coordination with OC San’s commissioning team. Performance of reinstalled equipment shall be approved by OC San commissioning team. 3. CONTRACTOR RESPONSIBILITY 3.1 GENERAL As part of the Contract and SOW, the Contractor shall perform the following tasks and provide OC San with the following items: 3.1.1 Contractor shall complete the SOW as described and supply all materials, labor, tools, and equipment required to complete the SOW. Contractor shall provide components described in Appendix A-1. All components, parts or equipment found defective during installation, testing and re-installation shall be ____________________________________________________________________________ EXHIBIT A Page 5 of 7 Specification No. S-2024-630BD replaced or repaired by the Contractor, as determined by OC San inspector or commissioning team. 3.1.2 Contractor is responsible to provide all materials and/or equipment, and other work to provide a complete crack repairs and mortar overlay system, and as specified in the documents. 3.1.3 Contractor shall review and comply with all applicable requirements of OC San Contractor Safety Standards, latest version. 3.1.4 Contractor is responsible to provide all consumable supplies needed for work and testing and commissioning, including transportation, testing, safety equipment and personnel protection equipment except as noted. 3.1.5 Contractor shall be solely responsible for installing and maintaining all items in accordance with the manufacturer instructions until turnover of the work to OC San at the time of Final Completion. 3.1.6 Contractor shall be responsible for the repair or replacement of any item damaged by Contractor or Contractor’s sub-contractor without any cost or schedule impact to OC San until turnover of the Work to OC San at the time of Final Completion. Repairs shall be completed prior to Final Completion. 3.1.7 Contractor is responsible to provide all packaging and shipping for transportation of parts and materials and equipment to and from the job site to ensure products and materials arrive at the site undamaged. 3.1.8 Contractor shall take measurements and record all test data during testing and commissioning and shall provide these measurements and data in a report to OC San’s Project Manager. 3.1.9 Contractor shall provide accurate as-built record drawings by marking up drawings provided in Appendix A-1 and by providing additional drawings as needed. 3.2 PROJECT SUPERVISION At all times during the progress of the work, Contractor shall have assigned a competent resident-superintendent who shall not be replaced without written notice to OC San except under extraordinary circumstances. Superintendent shall be on-site during all work. Contractor shall also designate, in writing, a representative, hereinafter referred to as Project Manager, assigned to the Project on a full-time basis during execution of the work who shall have the authority to act on behalf of Contractor, including executing the orders or directions of OC San without delay. This Superintendent and/or Project Manager shall have full authority to promptly supply products, tools, plant equipment, and labor as may be required to diligently prosecute the work. All communications given to or received from the Superintendent and/or the Project Manager shall be binding on Contractor. 3.3 QUALITY ASSURANCE AND QUALITY CONTROL Contractor and its personnel assigned to this Contract shall be qualified in the field of concrete repair and protection with a successful track record of a minimum of five (5) years of similar experience. Contractor shall maintain qualified personnel who have received project training by a manufacturer’s representative. Any personnel substitutions after award shall only be done with ____________________________________________________________________________ EXHIBIT A Page 6 of 7 Specification No. S-2024-630BD advanced written approval from OC San. The Contractor shall perform all work in accordance with approved written Quality Control Plan. The Contractor shall submit their Quality Control Plan to OC San Project Manager for approval before the work begins. The Quality Control Plan shall include a description of the Contractor’s procedures for calibrating test equipment, establishing work procedures, maintaining compliance to work procedures, monitoring quality of work, and training of staff. The Contractor’s procedures for taking and recording data, organization and retention of records, and transmittal to OC San for review and acceptance shall be included. 4. SUBMITTAL OF PROJECT SCHEDULE AND WORKPLAN 4.1. Contractor shall provide project baseline schedule within fourteen (14) calendar days from the Notice to Proceed (NTP). Provide monthly updates of the project schedule. Project schedules shall be prepared using schedule software (P6 or MS Project) and shall be a detailed Critical Path Method (CPM) schedule. The purpose of the project schedule shall be to ensure adequate planning and timely execution of the work by the Contractor, facilitate coordination and interfacing of the Contractor’s work with OC San as needed, and establish a schedule to which subsequent periodic schedule updates will be compared to determine overall progress and performance toward satisfactory completion of the work. 4.2. The work activities comprising the project schedule shall be of sufficient detail to assure adequate planning and execution of the work such that, in the judgment of OC San, it provides an appropriate basis for predicting, monitoring, evaluating, and recording the progress of the work. The project schedule shall be detailed and show critical path activities, activity duration, predecessors and successors, and start and finish dates. 4.3. The project schedule shall contain the following: Activity / Schedule Deadline Cumulative Days Notice to Proceed (NTP) NTP = Effective Date Submittal of Project Schedule NTP + 14 Calendar Days 14 Days Submittals NTP + 28 Calendar Days 28 Days Substantial Completion NTP + 126 Calendar Days 126 Days Final Completion Substantial Completion + 28 Calendar Days 154 Days 4.4. In addition, the project schedule shall show at a minimum the following tasks: submittal preparation and review, equipment removal and reinstallations, crack repair, repair concrete / mortar lining, and tasks involving existing plant systems including interruptions, shutdowns, LOTO, and training. 4.5. Provide a written narrative of the work plan for the project that includes all phases of the work, all activities shown on the baseline schedule, all deliveries, all shutdowns, all field assessments, with detailed description of work tasks. 5. RESOURCES AVAILABLE 5.1 REFERENCE DOCUMENTS Appendix A-2 and A-3 are reference documents provided with this SOW. ____________________________________________________________________________ EXHIBIT A Page 7 of 7 Specification No. S-2024-630BD Digester K (Plant 2) Source Appendices Document Title OC San Appendix A-1 Drawings OC San Appendix A-2 Digester K-related drawings from P2-17(1970) and P2-39 (1999). OC San Appendix A-3 Digester K Dome Structural Analysis, dated 2023 6. APPENDICES The following appendices are part of this SOW. Appendix A-1 is contractual. Appendix A-2 and A-3 is for reference only. OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3846 Agenda Date:11/6/2024 Agenda Item No:4. FROM:Robert Thompson, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: SAFETY SHOWER AND EYEWASH STATIONS MODIFICATIONS,SPECIFICATION NO.S-2024- 631 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: A. Approve a General Services Contract to Zeco, Inc. for Safety Shower and Eyewash Stations Non-Compliance Resolution, per Specification No. S-2024-631, for a total amount not to exceed $209,440; and B. Approve a contingency of $20,944 (10%). BACKGROUND Orange County Sanitation District (OC San)uses safety showers and eyewash stations throughout Reclamation Plant Nos.1 and 2 for quick drenching or flushing of the eyes and body for immediate emergency use.OC San requires all safety showers and eyewash stations to meet the standard requirements of Occupational Safety and Health (OSHA)standard 29 CFR 1910.151(c)and the American National Standards Institute (ANSI). RELEVANT STANDARDS ·Commitment to safety & reducing risk in all operations ·Provide a safe and collegial workplace PROBLEM During a recent annual system inspection,several safety shower and eyewash stations were found to be non-compliant by ANSI standards. PROPOSED SOLUTION Approve the General Services Contract with Zeco,Inc.to modify all identified non-compliant safety showers and eyewash stations for compliance in accordance with OSHA and ANSI Standards. Orange County Sanitation District Printed on 10/29/2024Page 1 of 3 powered by Legistar™ File #:2024-3846 Agenda Date:11/6/2024 Agenda Item No:4. TIMING CONCERNS N/A RAMIFICATIONS OF NOT TAKING ACTION Without the general services contract for safety shower and eyewash stations,OC San will be unable to ensure compliance with the California Occupational Safety and Health Administration Voluntary Protection Program. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION A Notice of Inviting Bids was issued on July 24,2024,via PlanetBids.Bids were due on August 21, 2024.OC San received two responsive bids with Zeco,Inc.being the lowest bidder with their price being confirmed by them immediately after bids close. The following is a list of the firms who submitted a bid. Company Name Bid Determination Zeco, Inc.$ 209,440 Responsive/Responsible Pro-Craft Construction, Inc.$1,498,000 Responsive/Responsible Engineer’s Estimate: $ 140,000 Based on these results,staff recommends awarding the General Services Contract to Zeco,Inc.The term of this General Services Contract will begin upon effective date of the Notice to Proceed. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 6,Page 16,Repair &Maintenance)and the budget is sufficient for the recommended action. Date of Approval Contract Amount Contingency 11/06/2024 $209,440 20,944 (10%) Orange County Sanitation District Printed on 10/29/2024Page 2 of 3 powered by Legistar™ File #:2024-3846 Agenda Date:11/6/2024 Agenda Item No:4. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·General Services Contract Orange County Sanitation District Printed on 10/29/2024Page 3 of 3 powered by Legistar™ General Services Contract 1 of 10 Specification No. S-2024-631 Revision 070224 GENERAL SERVICES CONTRACT Safety Shower and Eyewash Stations Non-Compliance Resolution Specification No. S-2024-631 This GENERAL SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Zeco, Inc. (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for Safety Shower and Eyewash Stations Non-Compliance Resolution (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s current Purchasing Ordinance; and WHEREAS, on November 6, 2024, OC San’s Operations Committee, by minute order, authorized execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows: 1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. 1.2 The following exhibits, in order of precedence, are incorporated by reference and made part of this Contract. Exhibit “A” – Scope of Work Exhibit “B” – Bid Price Exhibit “C” – Determined Insurance Requirement Form Exhibit “D” – Contractor Safety Standards Exhibit “E” – Human Resources Policies Exhibit “F” – Not Used Exhibit “G” – 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 in the Contract shall control and thereafter the provisions in the document highest in precedence shall be controlling. 1.4 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San. General Services Contract 2 of 10 Specification No. S-2024-631 Revision 070224 1.5 Work Hours: All work shall be scheduled during OC San’s normal operating hours of 7:00 A.M. and 4:00 P.M., Monday throughThursday, excluding OC San Holidays. 1.6 Days: Shall mean calendar days, unless otherwise noted. 1.7 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.9 The provisions of this Contract may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.10 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. 2. Scope of Work. 2.1 Contractor shall perform the Services identified in Exhibit “A” in accordance with generally accepted industry and professional standards. 2.2 Modifications to Scope of Work. OC San shall have the right to modify the Scope of Work at any time. All modifications must be made by an amendment signed by both Parties. 2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the work to be performed; and (b) it understands the facilities, difficulties, and restrictions of the work under this Contract. Should Contractor discover any latent or unknown condition 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. 2.4 Performance. Time is of the essence in the performance of the provisions hereof. 3. Contract Term. 3.1 The Services shall be completed within seventy (70) calendar days from the effective date of the Notice to Proceed. 3.2 Extensions. The term of this Contract may be extended only by an amendment signed by both Parties. 4. Compensation. 4.1 As compensation for the Services provided under this Contract, OC San shall pay Contractor a total amount not to exceed Two Hundred Nine Thousand Four Hundred Forty Dollars ($209,440.00). 4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the amount specified above. General Services Contract 3 of 10 Specification No. S-2024-631 Revision 070224 5. Payments and Invoicing. 5.1 OC San shall pay itemized invoices for work completed in accordance with Exhibit “A” thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform work related to this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws. 6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD. 6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and 1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site. 6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(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 the 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. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments. 6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San, along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall withhold any portion of a payment, up to and including the entire payment amount, General Services Contract 4 of 10 Specification No. S-2024-631 Revision 070224 until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815. 6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” Contractor shall ensure that all its contracts with its subcontractors provide the provision above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. General Services Contract 5 of 10 Specification No. S-2024-631 Revision 070224 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three (3) years after its expiration or 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. 10. Contractor Safety Standards and Human Resources Policies. 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, the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. 12. Bonds. Not Used 13. Indemnification and Hold Harmless Provision. Contractor shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or may be caused by Contractor’s Services under this Contract, or by 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. Except as to the sole active negligence of or willful misconduct of OC San, 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, or interference with the use of property arising out of or in connection with Contractor’s performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process; or any patented or unpatented invention, article, or appliance furnished or used under the Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor’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. Contractor agrees to provide this defense immediately upon written notice from OC San, and with well qualified, adequately insured, and General Services Contract 6 of 10 Specification No. S-2024-631 Revision 070224 experienced legal counsel acceptable to OC San. This section shall survive the expiration or early termination of the Contract. 14. Independent Contractor. The 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. 15. 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. 16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract without the prior written consent from OC San. 17. 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 under the terms of this Contract. 18. Third-Party Rights. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of Contractor’s noncompliance therewith. Any provision required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically included or referenced. 20. 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 provide the Services. 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 this Contract will be paid by Contractor. 21. 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 Water Codes Division 2. 22. 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. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s responsibility to ensure that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open General Services Contract 7 of 10 Specification No. S-2024-631 Revision 070224 field spray painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Warranties. 24.1 Manufacturer’s standard warranty shall apply. All manufacturer warranties shall commence on the date of acceptance of the work as complete by the OC San Project Manager or designee. 24.2 Contractor’s Warranty (Guarantee): If within a one (1) year period of completion of all work specified in Exhibit “A,” OC San informs Contractor that any portion of the Services provided fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OC San and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Contractor's sole expense. 25. Dispute Resolution. 25.1 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. 25.2 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 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 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. 26. Liquidated Damages. Not Used 27. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. General Services Contract 8 of 10 Specification No. S-2024-631 Revision 070224 28. 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 the affected 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 of the Parties. 29. Termination. 29.1 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. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OC San shall thereafter, within thirty (30) days, pay Contractor for work performed (cost and fee) through the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OC San from any further fee, cost, or claim hereunder by Contractor other than for work performed through the date of termination. 29.2 OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or for any other default of this Contract. 29.3 OC San may also immediately terminate this Contract for default, in whole or in part, by written notice to Contractor:  if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or  if Contractor sells its business; or  if Contractor breaches any of the terms of this Contract; or  if the total amount of compensation exceeds the amount authorized under this Contract. 29.4 All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the expiration or early termination of this Contract, whichever occurs first. 30. Attorney’s Fees. 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 Contract, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which the prevailing party may be entitled. 31. Waiver. The waiver by 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. 32. Severability. If any section, subsection, or provision of this Contract; or any agreement or instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. General Services Contract 9 of 10 Specification No. S-2024-631 Revision 070224 33. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 34. 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. 35. Notices. 35.1 All notices under this Contract must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand, or request sent. All notices shall be effective when first received at the following addresses: OC San: Jackie Lagade Purchasing Supervisor Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 jlagade@ocsan.gov Contractor: Amin Nazarinia President Zeco, Inc. 22845 Savi Ranch Parkway, Unit C Yorba Linda, CA 92887 anazarinia@zeco-inc.com 35.2 Each party shall provide the other party written notice of any change in address as soon as practicable. 36. Read and Understood. By signing this Contract, Contractor represents that it has read and understood the terms and conditions of the Contract. 37. 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. 38. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. General Services Contract 10 of 10 Specification No. S-2024-631 Revision 070224 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Pat Burns Chair, Operations Committee Dated: _________________ By: Kelly A. Lore Clerk of the Board Dated: _________________ By: Kevin Work Purchasing & Contracts Manager ZECO, INC. Dated: _________________ By: Print Name and Title of Officer YP EXHIBIT A Specification No. S-2024-631 EXHIBIT A SCOPE OF WORK For Safety Shower and Eyewash Stations Non-Compliance Resolution EXHIBIT A Page 1 of 3 Specification No. S-2024-631 EXHIBIT A SCOPE OF WORK Safety Shower and Eyewash Stations Non-Compliance Resolution Specification No. S-2024-631 1. PURPOSE This Scope of Work (SOW) describes the required repairs and corrections needed for the Orange County Sanitation District’s (OC San’s) safety showers and eyewash stations throughout Reclamation Plant 1 (Plant 1) and Treatment Plant 2 (Plant 2). OC San needs all safety showers and eyewash stations to meet the requirements of the American National Standards Institute (ANSI). 2. DESCRIPTION The Contractor is responsible for performing the correction of non-compliance issues on OC San’s safety showers and eyewash stations. Contractor shall provide personnel with the technical experience, all required tools, parts, and any equipment needed to successfully perform the corrective actions. Work shall be completed during OC San’s normal operating hours of 7:00 AM and 4:00 PM, Monday through Thursday, excluding OC San Holidays. The stations are listed in Appendix A-1 (Safety Shower and Eyewash Non-Compliance Report), and their locations are shown in Appendix A-2 (P1 Safety Eyewash Shower Locations Map), Appendix A-3 (P2 Safety Eyewash Shower Locations Map), and Appendix A-4 are an example of a safety shower and eyewash station that can be found within the plant. 3. WORK ELEMENTS 3.1. Replace Parts & Test • The Contractor shall replace any defective or non-compliant parts such as, but not limited to, valves, piping, and shower heads to meet ANSI standards. • Replaced parts shall be tested per manufacturer instructions and in accordance with the ANSI to verify proper operation. • When replacing parts and conducting testing, Contractor will reference the section titled, “Replace Parts and Test”, within Appendix A-1 to identify the stations that require attention. 3.2. Fix Supply Shut Off Valves • Shut off valve handles must be removed and the valve must be in fully open position. The valve handle must be secured to an unreachable location using cable ties. EXHIBIT A Page 2 of 3 Specification No. S-2024-631 • When fixing Supply Shut Off Valves, Contractor will reference the section titled “Fix Supply Shut Off Valve”, within Appendix A-1 to identify the stations that require attention. 3.3. Adjust Shower Head Height Between 82 Inches To 96 Inches Above the Floor • The Contractor shall adjust piping and replace pipes with hot-dipped galvanized steel or stainless-steel pipes and make any required support modifications to position the shower head at the proper height per the ANSI. • When adjusting shower head height, Contractor will reference the section titled “Adjust Shower Head Height” within Appendix A-1 to identify the stations that require attention. 3.4. Adjust Shower and Eye/Facewash Alignment • The Contractor shall reposition shower heads and eye/face wash units to align with ANSI requirements. This may require modifying piping supports and connections. • When fixing adjusting shower and eye/facewash alignment, Contractor will reference the section titled “Adjust Shower and Eye/Facewash Alignment” within Appendix A-1 to identify stations that require attention. 3.5. Adjust The Height of The Portable Eyewash Station • The Contractor shall lower the mounting height of portable eyewash stations to a maximum of 37 inches above floor level per the ANSI. • When adjusting the height of the portable eyewash station, Contractor will reference the section titled “Adjust the Height of the Portable Eyewash Station” within Appendix A-1 to identify the stations that require attention. 3.6. Replace Supply Line Pipe and Test • The Contractor shall replace the main supply pipe to each safety shower and eyewash station with a minimum 1-1/4 inch diameter galvanized or stainless steel pipe. • The Contractor shall conduct a flow test after pipe replacement per the ANSI to verify a minimum 20 gallon per minute flow rate. • When replacing supply lines and conducting testing, Contractor will reference the section titled “Increase Shower Flow to a Minimum of 20 GPM” within Appendix A-1 to identify stations that require attention. 3.7. Replace Station with New Model • The Contractor shall completely remove and replace the existing shower and eye/face wash station with an ANSI compliant model using manufacturer approved installation methods. EXHIBIT A Page 3 of 3 Specification No. S-2024-631 • When replacing stations with new models, Contractor will reference the sections titled “Product Recommendations Overview” and “Replace Station with New Model” within Appendix A-1 to identify stations that require attention and the recommended parts. 3.8. Install Signage and Relocate Signage • The Contractor shall install new signage on stations currently missing signage. Signage shall be ANSI compliant and read "Safety Shower and Eye Wash Station" with eye wash and shower symbols. • The Contractor shall reposition any obstructed or low visibility signage to a more prominent location at 5-6 feet above grade. • When installing and relocating signage, Contractor will reference the section titled “Install Signage and Relocate Signage” within Appendix A-1 to identify stations that require attention. 4. Contract Management 4.1. Meetings OC San shall hold a kickoff meeting with the Contractor within 2 weeks of contract award to establish points of contact between OC San staff and the Contractor. 4.2. Point of Contact OC San shall assign a single point of contact between itself and the Contractor. The Contractor shall receive work orders from this designee and address all inquiries to this person. The assigned point of contact will accompany the Contractor to the authorized only areas. 4.3. Cleanliness The Contractor shall always keep work areas clean, tidy, and dispose of any trash created or accumulated during the service at the end of each working day. 4.4. Service Report The Contractor shall submit a report of the results of the corrective actions performed and testing on the replaced parts. The report shall be delivered to the assigned OC San point of contact within two (2) weeks of completion of the service. 4.5. Completion of Work All work will be completed within 70 calendar days from the Notice to Proceed (NTP). OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3885 Agenda Date:11/6/2024 Agenda Item No:5. FROM:Robert Thompson, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: LIGHTING SYSTEMS INSPECTION,MAINTENANCE,AND REPAIRS,SPECIFICATION NO.S- 2024-635BD GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: A. Approve a General Services Contract to Inter-Pacific, Inc. dba Inter-Pacific Systems, Inc. to provide Lighting Systems Inspection, Maintenance, and Repairs, Specification No. S-2024- 635BD, for a one-year period with four (4) one-year renewal options, effective December 1, 2024, through November 30, 2025, for a total amount not to exceed $223,818; and B. Approve an annual contingency of $44,764 (20%). BACKGROUND Orange County Sanitation District’s (OC San)Plant No.1,Plant No.2,and Headquarters contain approximately 7,000 various light systems throughout occupied buildings and trailers.The lighting systems and fixtures require continuous maintenance. RELEVANT STANDARDS ·Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard ·Ensure the public’s money is wisely spent PROBLEM The National Fire Protection Agency Standard NFPA 70B outlines electrical maintenance standards for maintaining and repairing the lighting systems in occupied spaces,which places additional resource burdens on the limited qualified maintenance staff. PROPOSED SOLUTION Approve a General Services Contract with Inter-Pacific,Inc.to provide lighting systems inspections, maintenance, and repairs in all occupied buildings. Orange County Sanitation District Printed on 10/30/2024Page 1 of 3 powered by Legistar™ File #:2024-3885 Agenda Date:11/6/2024 Agenda Item No:5. TIMING CONCERNS Board approval is necessary to ensure OC San has the resources to meet the workload demands to support the servicing of lighting systems while simultaneously providing service to the electrical distribution systems within the process areas in accordance with enhanced preventative maintenance requirements that comply with NFPA70B standards. RAMIFICATIONS OF NOT TAKING ACTION Maintenance and repair services to occupied building lighting systems will remove already limited qualified electricians from the plant process of transferring power distribution. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION A Notice of Inviting Bids was issued on August 27,2024,via PlanetBids.Bids were due on October 2,2024.OC San received four (4)bids and are valid for 180 calendar days from the bid opening date. Company Name Bid Determination Inter-Pacific, Inc.$ 223,818.00 Responsive/Responsible Minako America Corporation $ 314,520.00 Responsive/Responsible Amtek Construction $ 442,359.00 Responsive/Responsible Optima Energy Inc. *$ 502,072.00 *Responsive/Responsible * Engineer’s Estimate: $475,000.00 *Financial and Safety documents were only evaluated for the top three (3) bidders. Based on these results,staff recommends awarding the General Services Contract to Inter-Pacific, Inc. The term of this General Services Contract will begin December 1, 2024. A contingency of 20%is recommended due to the potential for additional work which may be required to retrofit LED lamps and fixtures once the fixtures are disassembled. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 6,Page 16,Repair &Maintenance)and the budget is sufficient for the recommended action. Orange County Sanitation District Printed on 10/30/2024Page 2 of 3 powered by Legistar™ File #:2024-3885 Agenda Date:11/6/2024 Agenda Item No:5. Date of Approval Contract Amount Contingency 11/06/2024 $223,818 44,764 (20%) ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·General Services Contract Orange County Sanitation District Printed on 10/30/2024Page 3 of 3 powered by Legistar™ General Services Contract 1 of 10 Specification No. S-2024-635BD Revision 073024 GENERAL SERVICES CONTRACT Lighting Systems Inspection, Maintenance and Repairs Specification No. S-2024-635BD This GENERAL SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Inter-Pacific, Inc. dba Inter-Pacific Systems, Inc. (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for inspection, maintenance and repair services required for OC San lighting systems at OC San Headquarters, and Plant No. 1 and Plant No. 2 (“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s current Purchasing Ordinance; and WHEREAS, on November 6, 2024, OC San’s Operations Committee, by minute order, authorized execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows: 1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. 1.2 The following exhibits, in order of precedence, are incorporated by reference and made part of this Contract. Exhibit “A” – Scope of Work Exhibit “B” – Bid Price Form Exhibit “C” – Determined Insurance Requirement Form Exhibit “D” – Contractor Safety Standards Exhibit “E” – Human Resources Policies Exhibit “F” – Not Used Exhibit “G” – 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 in the Contract shall control and thereafter the provisions in the document highest in precedence shall be controlling. 1.4 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San. General Services Contract 2 of 10 Specification No. S-2024-635BD Revision 073024 1.5 Work Hours: Shall be as specified in Exhibit “A.” 1.6 Days: Shall mean calendar days, unless otherwise noted. 1.7 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.9 The provisions of this Contract may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.10 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. 2. Scope of Work. 2.1 Contractor shall perform the Services identified in Exhibit “A” in accordance with generally accepted industry and professional standards. 2.2 Modifications to Scope of Work. OC San shall have the right to modify the Scope of Work at any time. All modifications must be made by an amendment signed by both Parties. 2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the work to be performed; (b) it understands the facilities, difficulties, and restrictions of the work under this Contract; and (c) it has examined the site of the work and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition 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. 2.4 Performance. Time is of the essence in the performance of the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for one (1) year commencing on the effective date of the Notice to Proceed. 3.2 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to four (4) one-year periods. This Contract may be renewed by an OC San Purchase Order. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to renew it. 3.3 Extensions. The term of this Contract may be extended only by an amendment signed by both Parties. 4. Compensation. 4.1 As compensation for the Services provided under this Contract, OC San shall pay Contractor a total amount not to exceed Two Hundred Twenty-Three Thousand, Eight Hundred Seventeen Dollars and Forty-Four Cents ($223,817.44). General Services Contract 3 of 10 Specification No. S-2024-635BD Revision 073024 4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the amount specified above. 5. Payments and Invoicing. 5.1 OC San shall pay itemized invoices for work completed in accordance with Exhibit “A” thirty (30) days from receipt of the invoice and after approval by OC San’s Contract Manager or designee. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform work related to this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws. 6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD. 6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and 1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site. 6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(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 the 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. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments. 6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San, General Services Contract 4 of 10 Specification No. S-2024-635BD Revision 073024 along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815. 6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” Contractor shall ensure that all its contracts with its subcontractors provide the provision above. General Services Contract 5 of 10 Specification No. S-2024-635BD Revision 073024 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three (3) years after its expiration or 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. 10. Contractor Safety Standards and Human Resources Policies. 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, the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. 12. Bonds. Not Used. 13. Indemnification and Hold Harmless Provision. Contractor shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or may be caused by Contractor’s Services under this Contract, or by 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. Except as to the sole active negligence of or willful misconduct of OC San, 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, or interference with the use of property arising out of or in connection with Contractor’s performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process; or any patented or unpatented invention, article, or appliance furnished or used under the Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor’s duty to defend shall apply whether or not such claims, General Services Contract 6 of 10 Specification No. S-2024-635BD Revision 073024 allegations, lawsuits, or proceedings have merit or are meritless; or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent; or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OC San, and with well qualified, adequately insured, and experienced legal counsel acceptable to OC San. This section shall survive the expiration or early termination of the Contract. 14. Independent Contractor. The 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. 15. 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. 16. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract without the prior written consent from OC San. 17. 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 under the terms of this Contract. 18. Third-Party Rights. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 19. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of Contractor’s noncompliance therewith. Any provision required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically included or referenced. 20. 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 provide the Services. 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 this Contract will be paid by Contractor. 21. 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 Water Codes Division 2. 22. 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 General Services Contract 7 of 10 Specification No. S-2024-635BD Revision 073024 Contractor, its subcontractors, and the Services, including, but not limited to, all applicable Federal, State, and local air pollution control laws and regulations. 23. South Coast Air Quality Management District’s Requirements. It is Contractor’s responsibility to ensure that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 24. Warranties. Contractor’s Warranty (Guarantee): If within a one (1) year period of completion of all work specified in Exhibit “A,” OC San informs Contractor that any portion of the Services provided fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OC San and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Contractor's sole expense. 25. Dispute Resolution. 25.1 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. 25.2 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 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 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. 26. Liquidated Damages. Not Used 27. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. General Services Contract 8 of 10 Specification No. S-2024-635BD Revision 073024 28. 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 the affected 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 of the Parties. 29. Termination. 29.1 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. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OC San shall thereafter, within thirty (30) days, pay Contractor for work performed (cost and fee) through the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OC San from any further fee, cost, or claim hereunder by Contractor other than for work performed through the date of termination. 29.2 OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or for any other default of this Contract. 29.3 OC San may also immediately terminate this Contract for default, in whole or in part, by written notice to Contractor:  if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or  if Contractor sells its business; or  if Contractor breaches any of the terms of this Contract; or  if the total amount of compensation exceeds the amount authorized under this Contract. 29.4 All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the expiration or early termination of this Contract, whichever occurs first. 30. Attorney’s Fees. 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 Contract, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which the prevailing party may be entitled. 31. Waiver. The waiver by 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. 32. Severability. If any section, subsection, or provision of this Contract; or any agreement or instrument contemplated hereby; or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. General Services Contract 9 of 10 Specification No. S-2024-635BD Revision 073024 33. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 34. 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. 35. Notices. 35.1 All notices under this Contract must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand, or request sent. All notices shall be effective when first received at the following addresses: OC San: Natalia Bello Buyer Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 NBello@OCSan.gov Contractor: Richard Kuk President Inter-Pacific, Inc. dba Inter-Pacific Systems, Inc. 39 Peters Canyon Rd. Irvine, CA 92606 rkuk@inter-pacific.com 35.2 Each party shall provide the other party written notice of any change in address as soon as practicable. 36. Read and Understood. By signing this Contract, Contractor represents that it has read and understood the terms and conditions of the Contract. 37. 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. 38. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. General Services Contract 10 of 10 Specification No. S-2024-635BD Revision 073024 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Pat Burns Chair, Operations Committee Dated: _________________ By: Kelly A. Lore Clerk of the Board Dated: _________________ By: Kevin Work Purchasing & Contracts Manager INTER-PACIFIC, INC. DBA INTER-PACIFIC SYSTEMS, INC. Dated: _________________ By: Print Name and Title of Officer CMM EXHIBIT A Specification No. S-2024-635BD EXHIBIT A SCOPE OF WORK For Lighting Systems Inspection, Maintenance, and Repairs EXHIBIT A Page 1 of 7 Specification No. S-2024-635BD EXHIBIT A SCOPE OF WORK Lighting Systems Inspection, Maintenance and Repairs SPECIFICATION NO. S-2024-635BD 1. Background This scope of work describes the maintenance services required for the Orange County Sanitation District (OC San) Lighting Systems at Headquarters, and Plants 1 and 2 for occupied buildings, exterior building walls and selected parking lots. Services include continuous inspections, individual re-lamping and replacement of failed/burnt lighting fixtures, lighting fixture cleaning at planned intervals, and as-needed repairs of lighting systems as described herein, including emergency response repairs. During cleaning and re-lamping of fixtures, OC San may request replacement of older, less efficient lamps and fixtures with reduced wattage and energy saving LED versions. OC San does not guarantee or forecast the amount of actual work that the Contractor will receive during this contract period. All work must be done per this scope of work (Exhibit “A”), and, in accordance with all applicable and acceptable industry standards, of highest quality workmanship for required work, and completed within the time specified in the Task Order. The work described in this document will be performed at the following OC San locations: - Headquarters located at 18480 Bandilier Circle, Fountain Valley, CA 92708 - Plant 1 located at 10844 Ellis Avenue, Fountain Valley 92708 - Plant 2 located at 22212 Brookhurst Street, Huntington Beach 92646 The OC San Contract Manager or designee (“Contract Manager”) will outline detailed task specifications based on requirements per work assignment (“Task Order”) at the time a specific job is required. Contract Manager will schedule all maintenance activities, maintenance routes and intervals and will provide Task Order numbers, schedules, job task lists, drawings, and a bill of materials for the Task. During inspections, if there is any deficiency in lighting such as inadequate lighting levels, shadows, glare, insufficient lighting controls, etc. the Contractor shall point out those areas of concerns to the Contract Manager for further evaluation, and to obtain a Task Order, prior to commencement of corrective work. Contract Manager may consider value-engineering suggestions from Contractor and may accept recommended alternatives (lighting fixture replacement, lighting controls upgrades etc.), if the alternative provides equal and better functionality, durability, cost effectiveness and maintainability. All major replacements and value engineering suggestions will be considered on an individual basis. 2. Contractor Responsibility The Contractor shall complete all assigned Task Orders and provide its associated deliverables as stated in this scope of work and in the Task Order issued. EXHIBIT A Page 2 of 7 Specification No. S-2024-635BD Contractor shall perform a site survey at regular monthly intervals in accordance with an Overall Lighting Maintenance Plan (see Section Lighting Survey & Maintenance Overview - Maintenance Plan) to develop proposed monthly maintenance activities. The Contract Manager will schedule and conduct coordination meetings at planned intervals (typically bi- weekly) to discuss recommended repairs, maintenance activity, and upcoming work schedules. All corrective maintenance work will be supervised and inspected by OC San. Contractor shall perform the following tasks: 2.1 Inspect, clean and re-lamp (as needed) building lighting, lighting control switches, motion sensors, dimming controls and other associated ancillary equipment. 2.2 Replace lamps, ballasts, lamp sockets as required to ensure that lighting fixtures function properly. 2.3 Check proper operations of the lighting controls: light switches, occupancy sensors, and dimmers. Verification of lighting control functionality shall be performed on a monthly basis during the monthly lighting system survey of all buildings. 2.3.1 Contract Manager shall be notified if any repair or replacement of lighting control equipment is required to restore proper functionality. 2.4 Inspect all emergency lighting and emergency egress (EXIT) signs and test on a monthly basis. Contractor shall note status and maintenance details and provide records to OC San for NFPA and OSHA compliance needs. 2.5 Perform miscellaneous tasks such as: addition of switch or power outlets, branch circuit upgrades, electrical equipment relocation and/or addition of photocells, lighting contactors and electrical branch panelboards. 2.6 Bring to the attention of the Contract Manager, within forty-eight (48) hours of discovery, any lighting deficiencies discovered during performance of work. 2.7 On occasion Contractor shall perform miscellaneous electrical work such as troubleshooting needs, repairs, wiring, circuit, photocells, etc. Work shall be billed at the general hourly rate if performed during working hours. Contractor shall not shut down or interrupt equipment power without prior consent of Contract Manager. OC San electrical maintenance staff will perform all switching operations and Lock-Out/Tag Out (LOTO) procedures. 3. Staff Assistance The Contract Manager will be the Contractor’s main point of contact throughout the term of the Contract. All meetings related to tasks must be scheduled through the Contract Manager. OC San will provide staff as needed, to provide access to the Contractor to secure areas and assist with the corrections of any discrepancies from this scope of work, found by the Contractor. EXHIBIT A Page 3 of 7 Specification No. S-2024-635BD 4. Emergency/Same Day Repair Work and Response Work Elements Emergency Work is identified as a malfunction of lighting systems (light fixtures, control circuitry etc.) causing complete service outage. Emergency work will require a rapid response from the Contractor, typically within the same work day as the request. Emergency Responses, as well as normal work, will require rapid assessment of lighting system malfunction and troubleshooting; Contractor shall provide customized solutions for repairs and power restoration for OC San to evaluate. If additional repair work is recommended, and OC San agrees, the Contractor must provide a quotation for the recommended repair(s), for acceptance of the Contract Manager prior to commencing work. 5. Equipment Removal and Equipment Installation 5.1 Replacement parts and material will be provided by OC San. 5.2 In the event parts or materials needed to complete the work are not available, Contractor is to notify Contract Manager and receive prior approval to obtain identified parts or materials. OC San will reimburse the Contractor for cost plus 15% mark up. 5.3 Cost of rental equipment for re-lamping and cleaning will be responsibility of the Contractor. In the event Contract Manager identifies rental equipment required for a Task Oder that is not typical in nature for the work, Contract Manager will provide Contractor with prior authorization to rent identified equipment and OC San will reimburse the Contractor for cost plus 15% mark up. 5.4 Contractor shall provide all tools and equipment required to perform maintenance tasks at no additional cost to OC San. 5.5 General clean-up of work area shall be done by the Contractor at no additional cost to OC San. 6. Contractor Requirements 6.1 Contractor shall have and maintain though the term of this contract a valid California C-10 Electrical Contractor License. 6.2 All skilled electrical work shall be done by a licensed Journeyman Level Electrician. 6.3 Contractor shall utilize experienced personnel for this work with direct experience in occupied building maintenance or similar systems. 7. Lighting Survey and Maintenance Overview Contractor shall submit an Overall Lighting Maintenance Plan to OC San within 2 months of the Contract Kickoff Meeting. Contractor shall allow for one (1) review cycle by OC San and resubmit a revised Overall Lighting Maintenance Plan per OC San feedback, for acceptance by Contract Manager. The main purpose of the Overall Lighting Maintenance Plan is to establish a manageable, predictable “PLAN AHEAD” cycle of lamp replacement, luminaire cleaning, repairs, and scheduling work at a time when it will cause a minimum disturbance to OC San employees and activities and minimize “reactive tasks” and downtimes. Planning ahead will allow OC EXHIBIT A Page 4 of 7 Specification No. S-2024-635BD San to create appropriate Task Orders and schedule on-going lighting maintenance activities around other projects and routine office tasks. Contractor shall develop a strategy for the maintenance and service of lighting equipment which shall be incorporated into the Overall Lighting Maintenance Plan. Additionally, Contractor shall perform surveys, develop and submit maintenance strategies and Contractor shall, at a minimum, conduct the following for each building which shall also be incorporated in the Overall Lighting Maintenance Plan for each plant: 7.1 Creating Survey and Inventory of Lighting Equipment. Include manufacturer, fixture type/model number, and wattage information. 7.2 Establish cleaning and re-lamping activities on as needed basis (no group re-lamping required) in each occupied building to maximize lighting system effectiveness and control lighting cost. 7.3 Include existing installation deficiency checklist for items such as glare or brightness, variations in color, dark spots etc. 7.4 Include reporting and invoicing cycle. OC San reserves the rights to issue Task Order(s) for cleaning and re-lamping of a single floor at a time. OC San reserves the right to combine multiple buildings or building floors on a single Task Order. Group re-lamping is not part of the maintenance strategy. All re-lamping or lighting fixture replacements will be done on an “as needed” individual basis. 8. Reporting Details All inspection/test and work completion reports provided by the Contractor shall include the following minimum information organized in a systematic fashion: - Task Order number - Date - Address, Plant, and Building Information/Room # etc. - Name of person performing work. - Inspection of installation and performed work. - Status against planned steps. - Inventory of installed equipment, assets, and bulbs. - Test results. - Warranty reporting and maintenance recommendations. - Path forward recommendation and quote to correct deficiencies (if any). - Signature of the Tester. Note: Work Completion, Inspection and Testing Reports shall be submitted with every invoice. See Appendix 1 for a Sample Report Form. 9. Access to Facilities Access to OC San facilities shall be coordinated through the Contract Manager. 10. Scheduling and Planning All work must be scheduled through the Contract Manager. Regular routine maintenance visits shall be scheduled at least 30 days in advance. Work shall take place during regular OC San work hours, Monday through Thursday from 7:00 a.m. - 4:30 p.m. and Fridays from 7:00 a.m. - 3:30 p.m. Overtime work will only be considered on a case-by-case basis and EXHIBIT A Page 5 of 7 Specification No. S-2024-635BD must be pre-approved by the Contract Manager. The Contractor shall not come on site unannounced. In the event that the Contractor is responding to an emergency call, the Contractor shall contact the Plant Control Center clerk at (714) 593-7025 (for Headquarters and Plant No. 1) or (714) 593-7625 (for Plant No. 2) upon arrival to coordinate the response. 10.1 Hours of Work 10.1.1 Normal Service Hours: 6:00 a.m. to 4:30 p.m. - Monday thru Friday, excluding OC San Holidays. 10.1.2 Regular Hourly Labor Rates (Scheduled work during Normal Service Hours): Shall be paid hourly to a maximum of eight (8) hours per workday. 10.1.3 Overtime Hourly Labor Rates (Any work performed outside of Normal Service Hours [between 4:30 p.m. and 6:00 a.m.], work in excess of eight (8) hours per day, work on weekends, and work on holidays): Shall be paid in accordance with the appropriate prevailing wage multipliers. 11. Work Management Contractor will follow its Overall Maintenance Plan and develop a scope of work for a specific area (Plant #, Building, Building floor #). Upon review and approval by Contract Manager of proposed repair work, OC San will issue a specific Task Order for the task. Upon completion of Task Order by the Contractor, the Contractor shall submit an invoice along with a detailed report as described in Section 8 - Reporting Details. OC San reserves the right to verify the Task Order was completed properly prior to approving the invoice. 12. Resources Available 12.1 Electrical Power OC San shall provide the Contractor with 120 volts, 60-hertz, and maximum 20-ampere electrical service free of charge. 12.2 Water OC San shall furnish city reclaimed, industrial or plant water, free of charge. These sources are not for drinking. 12.3 Compressed air OC San will provide Contractor with shop compressed air. 12.4 Refuse Contractor shall gather waste, including hazardous waste, and provide to OC San for proper disposal. OC San will provide the Contractor trash bins for disposal of refuse (non-hazardous) resulting from the performance of this work. Contractor shall not store any material, supplies or equipment on OC San properties. Contractor shall not dispose of paint or chemical materials on OC San properties. 12.5 Miscellaneous OC San will provide access to rest rooms and break rooms. EXHIBIT A Page 6 of 7 Specification No. S-2024-635BD 13. Project Management 13.1 Equipment & Material Inspection Prior to commencement of work on any assigned Task Order, OC San reserves the right to inspect and evaluate the suitability of all proposed equipment and material that shall be used to perform the assigned work. Materials and equipment used for the assigned work shall be of suitable type and grade for that work. Equipment and material deemed by the Contract Manager to be of improper type or inadequate for the purpose intended shall be replaced by the Contractor at no additional cost to OC San. Contractor shall be responsible for the maintenance and repair of their supplies, tools, and equipment. OC San is not responsible for loss or damage to the Contractor’s supplies, tools and equipment. 13.2 Workmanship All workmanship shall be subject to the inspection and approval of the Contract Manager. OC San reserves the right to reject any work that is unacceptable and does not meet the minimum standards. Rework or repairs due to poor workmanship shall be performed in a timely manner at no cost to OC San. Repeated unsatisfactory work and rework of Task Orders may be cause for termination of the Contract. 13.3 Safety Protection & Damage The Contractor shall be responsible for the protection of all existing equipment and facilities and shall, at its own expense, repair or restore any damage caused by the actions or negligence of its employees. If the Contractor fails or refuses to make such repairs or restorations, OC San may have the work performed by alternative means and deduct the repair cost from an outstanding/future invoice. 13.3.1 All Contractor employees must receive blood-borne pathogen training annually and the Contractor shall have training records available upon request. 13.3.2 Contractor’s staff must comply with all OC San’s Safety and Personnel policies and procedures, including Personal Protective Equipment (PPE) which includes but is not limited to a four-gas personal atmospheric monitor and Lock out Tag out (LOTO). Contractor shall refer to Exhibit “D” of the Contract Documents. 13.3.3 OC San’s Risk Management must approve all chemicals used prior to bringing any chemicals on-site. All chemicals shall have proper identifying labels affixed to them as well as secondary containers (i.e., spray bottles). Any chemical used in performing the contract work shall have the appropriate Safety Data Sheet (SDS) in a labeled safety binder in each area in which they are stored. Contractor staff shall comply with all safety requirements and dawn all personal protective equipment as required by the instructions on the chemical labels. 13.4 Lunch Breaks OC San does not pay for time taken by the Contractor for lunch breaks. EXHIBIT A Page 7 of 7 Specification No. S-2024-635BD 13.5 Miscellaneous Contractor shall provide and use some type of tag or decal to place on each device after testing that will show that specific device has been tested. Each tag or decal shall include the following information. • Date of test • Name of tester (printed clearly & signature) • Name of company 13.6 Reports/Records Contractor will be responsible to ensure that the proper reports are provided to OC San. Invoices will not be paid without proper reporting. 14. Appendices Appendices Title Appendix Title Appendix 1 Floor Drawings Appendix 2 Sample Report Form Appendix 3 Fixture Count List of Floor Drawings Drawing Title Cover Sheet and Index of Drawings Headquarters First Floor Headquarters Second Floor Headquarters Third Floor P1 Building 5 First Floor P1 Building 5 Second Floor P1 Building 6 First Floor P1 Building 6 Second Floor P1 Building A First Floor P1 Building A Second Floor P1 Building B & 3 First Floor P1 Control Center Basement P1 Control Center First Floor P1 Control Center Second Floor P1 Fleet Services First Floor P1 Laboratory First Floor P1 Laboratory Second Floor P1 MT Langley Second Floor P1 Purchasing & Warehouse First Floor P1 Administration Building First Floor (not occupied bldg) P1 Administration Building Second Floor (not occupied bldg) P1 Engineering Trailers A&B (not occupied bldg) P1 Engineering Trailers E&F (not occupied bldg) P1 Human Resources First Floor P2 Engineering Construction Trailers First Floor P2 Maintenance Building First Floor P2 Maintenance Building Second Floor P2 Operations Center Basement P2 Operations Center First Floor P2 Warehouse (not occupied bldg) OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3886 Agenda Date:11/6/2024 Agenda Item No:6. FROM:Robert Thompson, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: PROCUREMENT OF TWO BAR SCREEN CARRIAGE ASSEMBLIES AT PLANT NO. 2 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Sole Source Purchase Order to Veolia WTS Services, USA, formerly Suez Treatment Solutions, to procure two complete carriage assembly Bar Screen Units for Plant No. 2, for a total amount not to exceed $433,092, plus applicable sales tax; and B. Approve a contingency of $43,309 (10%). BACKGROUND The Orange County Sanitation District (OC San)Plant No.2 Headworks facility has six bar screen assemblies to provide screening removal of solids and other non-biodegradables from influent wastewater.During normal operations,the bar screens run in split mode:three (3)screens serve the non-reclaimable influent flow,and three (3)screens serve the reclaimable influent flow.As unfiltered wastewater passes through a bar screen,debris collects on the steel bars.A mechanical rake removes large objects such as rags,trash,wood,and other debris from the bars and allows the influent wastewater to enter Headworks for further treatment. RELEVANT STANDARDS ·24/7/365 treatment plant reliability ·Maintain a proactive asset management program ·Comply with environmental permit requirements PROBLEM Currently,one bar screen unit is damaged beyond repair and requires replacement.With limited redundancy of the remaining bar screens,OC San will not be able to meet obligations with reclaimed water flow to OCWD. Orange County Sanitation District Printed on 10/30/2024Page 1 of 3 powered by Legistar™ File #:2024-3886 Agenda Date:11/6/2024 Agenda Item No:6. PROPOSED SOLUTION Procure two new carriage assemblies from the Original Equipment Manufacturer (OEM),Veolia WTS Services,USA,for one (1)carriage assembly to replace the damaged bar screen,and one (1)spare assembly to OC San’s inventory,which will reduce the risk of significant downtime and equipment unavailability for these critical assets. TIMING CONCERNS The lead time to procure a bar screen is 12-18 weeks.Without the spare assembly,Plant No.2 bar screen system will need to run in combined mode during downtime of a non-operational unit. RAMIFICATIONS OF NOT TAKING ACTION Bar screen failure can cause the inability to clear debris,increase of odor complaints,and potential risk of a catastrophic spill. PRIOR COMMITTEE/BOARD ACTIONS August 2017 -Approved Suez Treatment Solutions as the Original Equipment Manufacturer (OEM) Sole Source for bar screen repair parts. ADDITIONAL INFORMATION A contingency of 10% is requested for unforeseen price increases in materials and freight. CEQA The purchase of an additional unit is categorically exempt from CEQA under the Class 1 categorical exemptions set forth in California Code of Regulations Section 15301.Section 15301 (Class 1) exempts from CEQA “the operation,repair,maintenance,permitting,leasing,licensing,or minor alteration of existing public or private structures,facilities,mechanical equipment,or topographical features,involving negligible or no expansion of existing or former use,”including “(b)Existing facilities of both investor and publicly owned utilities used to provide electric power,natural gas, sewerage, or other public utility services”. FINANCIAL CONSIDERATIONS This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 6,Page 16,Repair &Maintenance)and the budget is sufficient for the recommended action. Date of Approval Contract Amount Contingency 11/20/2024 $433,092 $43,309 (10%) Orange County Sanitation District Printed on 10/30/2024Page 2 of 3 powered by Legistar™ File #:2024-3886 Agenda Date:11/6/2024 Agenda Item No:6. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: N/A Orange County Sanitation District Printed on 10/30/2024Page 3 of 3 powered by Legistar™ OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3890 Agenda Date:11/6/2024 Agenda Item No:7. FROM:Robert Thompson, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: QUARTERLY ODOR COMPLAINT REPORT GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Receive and file the Fiscal Year 2024-25 First Quarter Odor Complaint Report. BACKGROUND During the first quarter of FY 2024-25,the Orange County Sanitation District (OC San)had the following attributable odor complaints:Plant No.1 had no odor complaints,Plant No.2 had five odor complaints,and the collection system had four odor complaints.A summary of the odor complaints with a table tracking the history is included as an attachment. RELEVANT STANDARDS ·Five or fewer odor incidents/events under normal operating conditions for Plant Nos. 1 and 2 ·Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting ·12 or fewer odor complaints per year under normal operating conditions in the collection system ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·FY 2024-25 First Quarter Odor Complaint Report RS:BR:cf Orange County Sanitation District Printed on 10/29/2024Page 1 of 1 powered by Legistar™ Orange County Sanitation District Odor Complaint Report Fiscal Year 2024/25 – 1st Quarter 1. Plant No. 1 Treatment Facility Odor Complaint Summary Plant No. 1 received no attributable odor complaints during the 1st quarter. 2. Plant No. 2 Treatment Facility Odor Complaint Summary Plant No. 2 received five attributable odor complaints during the 1st quarter. The complaints were received from two residents due to odors escaping the biosolid trucks as they passed by their properties. OC San’s Environmental Service and Operations teams are coordinating with the biosolids hauling vendors to mitigate future odor complaints. 3. Collections Facilities Odor Complaint Summary The Collection System received four attributable odor complaints during the 1st quarter. All four complaints were due to the pressurization and sewer ventilation of foul odors escaping manhole covers. The manhole covers have been sealed to reduce sewer odor and prevent further complaints. Two of the odor complaints originated in the City of Fullerton, and two originated in the City of Huntington Beach. All Odor Complaints Tracking Jul. 2024 to Sep. 2024 1st Qtr FY 24/25 2nd Qtr FY 24/25 3rd Qtr FY 24/25 4th Qtr FY 24/25 Cumulative FY 24/25 All Public Complaints Collections P1 P2 Total Total Total Total Total Attributable to OC San 4 0 5 9 9 Not Attributable to OC San 2 1 2 5 5 Total Public Complaints Received: 6 1 7 14 14 OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3898 Agenda Date:11/6/2024 Agenda Item No:8. FROM:Robert Thompson, General Manager Originator: Lan C. Wiborg, Director of Environmental Services SUBJECT: BIOSOLIDS HAULING SERVICE CONTRACT, SPECIFICATION NO. S-2024-624BD GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A.Approve General Services Contracts to two contractors: Synagro-West, LLC and Rust Logistics, Inc. to provide biosolids hauling services from Orange County Sanitation District’s Reclamation Plant Nos. 1 and 2 to the various management facilities, Specification No. S- 2024-624BD, each for a three-year period, effective January 1, 2025 through December 31, 2027, for a total amount not to exceed $9,000,000 per contract which includes unit prices per ton for biosolids hauling, monthly fuel surcharge, and annual consumer price index (CPI) adjustment; and B. Approve two (2) optional one-year renewals for $3,000,000 per year, per contract; and C. Approve a 10% contingency per contract; and D. Approve the addition of the new contracts to the Biosolids Program effective January 1, 2025. BACKGROUND The Orange County Sanitation District (OC San)continues to actively pursue biosolids hauling options to maintain a long-term,sustainable program that promotes diversification and beneficial use of biosolids.OC San maintains a diverse portfolio of biosolids hauling and management options that utilize multiple contractors,facilities,and biosolids product markets,while maintaining fail-safe,back- up options. OC San produces approximately 530 tons per day (tpd)of biosolids.Currently,OC San relies on a single direct hauling contractor for part of its biosolids management,with the remainder handled through separate composting and land application contracts that include hauling.To enhance resiliency during emergencies and potential fluctuations,OC San is looking to expand and replace the current contract that is set to expire on December 31,2024.OC San issued a Notice of Inviting Bid (NIB)on June 26,2024.The NIB was for biosolids hauling services for up to 325 tpd (~60%)of biosolids plus a fail-safe management capacity of 100% of OC San’s biosolids to ensure reliability. Orange County Sanitation District Printed on 10/30/2024Page 1 of 4 powered by Legistar™ File #:2024-3898 Agenda Date:11/6/2024 Agenda Item No:8. RELEVANT STANDARDS ·Maintain and adhere to appropriate internal planning documents (Resolution No.OC SAN 13- 03, 2017 Biosolids Master Plan, 2023 Strategic Plan, etc.) ·Sustain 1, 5, 20-year planning horizons ·Ensure the public’s money is wisely spent ·Comply with environmental permit requirements ·Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard ·Use all practical and effective means for resource recovery ·Safe, beneficial reuse of Biosolids PROBLEM OC San’s current biosolids hauling services contract is expiring on December 31,2024,and a replacement contract is needed to routinely haul up to 60%of biosolids and to provide fail-safe capacity (including landfill transportation)for up to 100%of OC San’s biosolids in case of an emergency. PROPOSED SOLUTION Approve contracts to both Synagro-West,LLC (Synagro)and Rust Logistics,Inc.(Rust)to ensure diversity of transportation alternatives to the various biosolids management facilities and maintain a fail-safe capacity that can transport up to 100% of OC San’s biosolids. TIMING CONCERNS OC San requires the contract approved,executed,and insurance processed before the December 31,2024,expiration date to ensure there is no lapse between contracts and allow the new service provider sufficient time to transition into the role effectively. RAMIFICATIONS OF NOT TAKING ACTION If the contracts are not approved,OC San would not have a way to deliver a significant portion of the biosolids produced to the regional composting facilities.As a consequence,OC San would need to utilize emergency hauling services instead.In the event that the routine or emergency hauling services are not available,it would cause OC San’s treatment systems to back up and/or foul since there is little to no additional space to store biosolids onsite. Additionally,OC San aims to achieve a 100%beneficial reuse rate for biosolids in accordance with Resolution No.OC SAN 13-03,2017 Biosolids Master Plan,and 2023 Strategic Plan.If these contracts are not approved,OC San may fall short of this level of service commitment and lack the necessary resiliency in the event of a shortage of haulers. Orange County Sanitation District Printed on 10/30/2024Page 2 of 4 powered by Legistar™ File #:2024-3898 Agenda Date:11/6/2024 Agenda Item No:8. PRIOR COMMITTEE/BOARD ACTIONS March 2021 -Approved a Service Contract to Denali Water Solutions,LLC to collect and haul Orange County Sanitation District’s biosolids from Reclamation Plant No.1 and/or Treatment Plant No.2 to the Inland Empire Regional Composting Facility and alternative sites if needed for the period beginning May 12,2021 through December 21,2022,for the unit price of $15.45 per ton of biosolids, plus fuel surcharges,for a total amount not to exceed $600,000 per contract term,with four (4)one- year renewal options; and approved a 10% unit price per ton contingency. October 2020 -Authorized the General Manager to amend biosolids management contracts in the Biosolids Account Pool (BAP)to move funds from one contract to another within the BAP,as necessary due to anticipated changes in climate,regulations,contractor performance,or to realize operational and financial efficiencies;with the total of all contracts not to exceed the Board authorized annual amount of $19,000,000. ADDITIONAL INFORMATION An NIB was issued on June 26,2024.OC San received two responsive bids,both of which were evaluated and individually scored based on the cost-per-ton proposed to each of the following four management sites: ·Inland Empire Regional Composting Facility (IERCF) (Rancho Cucamonga, CA) ·Nursery Products (Helendale, CA) ·Liberty Compost (Liberty) (Lost Hills, CA) ·South Kern Compost Manufacturing Facility (South Kern) (Taft, CA) IERCF Nursery Products Liberty South Kern Synagro $22.21/ton $39.77/ton $39.79/ton $40.44/ton Rust $20.58/ton $39.08/ton $58.58/ton $54.58/ton Staff will manage each of these contracts in the most cost-effective manner possible,but final allocations will also be based on OC San’s needs and requirements as well as the performance of each contractor. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and FY 2025-26,Section 6,Page 92,Collections Facilities Operations and Maintenance) and the budget is sufficient for the recommended action. Orange County Sanitation District Printed on 10/30/2024Page 3 of 4 powered by Legistar™ File #:2024-3898 Agenda Date:11/6/2024 Agenda Item No:8. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·General Services Contract - Synagro-West, LLC ·General Services Contract - Rust Logistics, Inc. Orange County Sanitation District Printed on 10/30/2024Page 4 of 4 powered by Legistar™ General Services Contract 1 of 10 Specification No. S-2024-624BD Revision 081823 GENERAL SERVICES CONTRACT Biosolids Hauling Services Specification No. S-2024-624BD This GENERAL SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Synagro-West, LLC (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for biosolids hauling services(“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s current Purchasing Ordinance; and WHEREAS, on November 20, 2024, OC San’s Board of Directors, by minute order, authorized execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows: 1. General.1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. 1.2 The following exhibits, in order of precedence, are incorporated by reference and madepart of this Contract. Exhibit “A” – Scope of Work Exhibit “B” – Revised Bid Price Form-Version 2 Exhibit “C” – Determined Insurance Requirement Form Exhibit “D” – Contractor Safety Standards Exhibit “E” – Human Resources Policies 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 in the Contract shall control and thereafter the provisions in the document highest in precedence shall be controlling. 1.4 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San. 1.5 Work Hours: Shall be as specified in Exhibit “A.” General Services Contract 2 of 10 Specification No. S-2024-624BD Revision 081823 1.6 Days: Shall mean calendar days, unless otherwise noted. 1.7 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.9 The provisions of this Contract may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.10 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. 2. Scope of Work. 2.1 Contractor shall perform the Services identified in Exhibit “A” in accordance with generally accepted industry and professional standards. 2.2 Modifications to Scope of Work. OC San shall have the right to modify the Scope of Work at any time. All modifications must be made by an amendment signed by both Parties. 2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the work to be performed; (b) it understands the facilities, difficulties, and restrictions of the work under this Contract; and (c) it has examined the site of the work and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition 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. 2.4 Performance. Time is of the essence in the performance of the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for three (3) years commencing on January 1, 2025, and continuing through December 31, 2027. 3.2 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods. This Contract may be renewed by an OC San Purchase Order. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to renew it. 3.3 Extensions. The term of this Contract may be extended only by an amendment signed by both Parties. 4. Compensation. 4.1 As compensation for the Services provided under this Contract, OC San shall pay Contractor a total amount not to exceed Nine Million Dollars ($9,000,000.00). 4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the amount specified above. General Services Contract 3 of 10 Specification No. S-2024-624BD Revision 081823 5. Payments and Invoicing. 5.1 OC San shall pay itemized invoices for work completed in accordance with Exhibit “A” thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform work related to this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws. 6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD. 6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and 1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site. 6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(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 the 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. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments. 6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San, along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly General Services Contract 4 of 10 Specification No. S-2024-624BD Revision 081823 submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815. 6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” Contractor shall ensure that all its contracts with its subcontractors provide the provision above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. General Services Contract 5 of 10 Specification No. S-2024-624BD Revision 081823 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three (3) years after its expiration or 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. 10. Contractor Safety Standards and Human Resources Policies. 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, the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. 12. Indemnification and Hold Harmless Provision. Contractor shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or may be caused by Contractor’s Services under this Contract, or by 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. Except as to the sole active negligence of or willful misconduct of OC San, 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, or interference with the use of property arising out of or in connection with Contractor’s performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process; or any patented or unpatented invention, article, or appliance furnished or used under the Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor’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. Contractor agrees to provide this defense immediately upon written notice from OC San, and with well qualified, adequately insured, and experienced legal counsel acceptable to OC San. This section shall survive the expiration or early termination of the Contract. General Services Contract 6 of 10 Specification No. S-2024-624BD Revision 081823 13. Independent Contractor. The 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. 14. 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. 15. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract without the prior written consent from OC San. 16. 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 under the terms of this Contract. 17. Third-Party Rights. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 18. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of Contractor’s noncompliance therewith. Any provision required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically included or referenced. 19. 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 provide the Services. 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 this Contract will be paid by Contractor. 20. 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 Water Codes Division 2. 21. 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. 22. South Coast Air Quality Management District’s Requirements. It is Contractor’s responsibility to ensure that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. General Services Contract 7 of 10 Specification No. S-2024-624BD Revision 081823 23. Warranties. In addition to the warranties stated in Exhibit “A,” the following shall apply: 23.1 Contractor’s Warranty (Guarantee): If within a one (1) year period of completion of allwork specified in Exhibit “A,” OC San informs Contractor that any portion of the Services provided fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OC San and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Contractor's sole expense. 24. Dispute Resolution.24.1 In the event of a dispute as to the construction or interpretation of this Contract, or anyrights 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. 24.2 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 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 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. 25. Remedies. In addition to other remedies available in law or equity, if the Contractor fails tomake delivery of the goods and Services or repudiates its obligations under this Contract, or ifOC San rejects the goods or Services or revokes acceptance of the goods and Services, OCSan may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC Sanhas paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in(c), OC San shall be entitled to recover from Contractor as damages the difference betweenthe cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 26. 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 theaffected party shall use reasonable efforts to minimize the extent of the delay. Work affectedby a force majeure condition may be rescheduled by mutual consent of the Parties. 27. Termination.27.1 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. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OC San shall thereafter, within thirty (30) days, pay Contractor for work performed (cost and fee) through the date of termination. Contractor General Services Contract 8 of 10 Specification No. S-2024-624BD Revision 081823 expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OC San from any further fee, cost, or claim hereunder by Contractor other than for work performed through the date of termination. 27.2 OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or for any other default of this Contract. 27.3 OC San may also immediately terminate this Contract for default, in whole or in part, by written notice to Contractor:  if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or  if Contractor sells its business; or  if Contractor breaches any of the terms of this Contract; or  if the total amount of compensation exceeds the amount authorized under this Contract. 27.4 All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the expiration or early termination of this Contract, whichever occurs first. 28. Attorney’s Fees. 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 Contract, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which the prevailing party may be entitled. 29. Waiver. The waiver by 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. 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. 31. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 32. 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. General Services Contract 9 of 10 Specification No. S-2024-624BD Revision 081823 33. Notices. 33.1 All notices under this Contract must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand, or request sent. All notices shall be effective when first received at the following addresses: OC San: Donald Herrera Senior Buyer Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 dherrera@ocsan.gov Contractor: Robert Ford Business Development Manager Synagro-West, LLC 435 Williams Court, Ste. 100 Baltimore, MD 21220 robertford@synagro.com 33.2 Each party shall provide the other party written notice of any change in address as soon as practicable. 34. Read and Understood. By signing this Contract, Contractor represents that it has read and understood the terms and conditions of the Contract. 35. 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. 36. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. General Services Contract 10 of 10 Specification No. S-2024-624BD Revision 081823 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors Dated: _________________ By: Kelly A. Lore Clerk of the Board Dated: _________________ By: Kevin Work Purchasing & Contracts Manager SYNAGRO-WEST, LLC Dated: _________________ By: Print Name and Title of Officer IG EXHIBIT A Specification No. S-2024-624BD EXHIBIT A SCOPE OF WORK For Biosolids Hauling Services EXHIBIT A Page 1 of 17 Specification No. S-2024-624BD EXHIBIT A SCOPE OF WORK BIOSOLIDS HAULING SERVICES SPECIFICATION NO. S-2024-624BD EXECUTIVE SUMMARY/OVERVIEW The Orange County Sanitation District (OC San) operates one of the largest wastewater agencies west of the Mississippi River. Since 1954, OC San has safely collected, treated, and disposed of and/or reclaimed the wastewater generated by 2.6 million people living and working in central and northwestern Orange County, California. Each day OC San treats approximately 185 million gallons of wastewater, enough volume to fill Anaheim stadium over two and a quarter times. About 80 percent of the wastewater comes from homes – sinks, toilets, showers, laundry, and dishwashers. The remaining come from businesses – retail stores, restaurants, manufacturers, hotels, offices, and other industries. A professional staff of more than 650 employees manages the day-to-day activities of OC San. The facilities include 396 miles of sewer pipes, located throughout the county, and two treatment plants – one in Fountain Valley, CA and the other in Huntington Beach, CA – where wastewater is treated in accordance with strict state and federal standards. OC San’s employees are dedicated to protecting public health and the environment by ensuring the sewer system efficiently operates 24 hours a day, 7 days a week, and 365 days a year. OC San is known for its industry-leading achievements and dedication to customer service. 1 Purpose OC San is seeking qualified Contractors to collect and haul between approximately 25 to 325 wet tons per day (tpd) of biosolids. Under normal operating conditions, a minimum load of 175 tons (7 trucks) per week will be made available by OC San from its Plants No. 1 and/or No. 2 for delivery to the Inland Empire Regional Composting Facility (IERCF), South Kern Compost Manufacturing Facility (SKIC), Nursery Products (NP), Liberty Compost (LC), Prima Deshecha Landfill (Prima Deshecha), and alternative biosolids management locations listed in the Bid Price Form, (Exhibit B). The purpose of this Notice Inviting Bid (NIB) is to secure professional services from up to three (3)qualified Contractors that meet the minimum qualification requirements referenced inAppendix A to manage a portion of OC San’s biosolids hauling potentially for the next five (5)years, based on a three (3)-year contract with two (2) one-year optional renewals, to provideflexibility, sustainability, and diversity in OC San’s biosolids management program. The Contractor shall take the necessary steps to provide this hauling service, which includes, but is not limited to, compliance with all applicable federal, state, and local regulations, recordkeeping, reporting, and conformance with OC San’s Biosolids Contractor Requirements (BCR) (see Appendix A). 2 Description OC San’s biosolids program consists of processes that ensure solids are treated onsite and used off-site (recycled) in accordance with all regulations and best management practices. USEPA’s “Standards for the Use and Disposal of Sewage Sludge” (40 CFR 503) regulates the use of biosolids in land application, composting, and landfill disposal and is the key regulation EXHIBIT A Page 2 of 17 Specification No. S-2024-624BD governing OC San’s biosolids program. Since its inception, OC San’s biosolids management program has been in full compliance with the 40 CFR 503 rule requirements. Wastewater solids at Plants No. 1 and No. 2 are separated from the liquid stream by various unit processes and are thickened prior to further treatment. The sludge is then stabilized through a digestion process to create a product referred to as biosolids. OC San biosolids are dewatered using centrifuges to about 24-25% total solids at Plant No. 1 and 28-29% total solids at Plant No. 2. OC San biosolids are loaded onto Contractor’s trucks at Plants No. 1 and No. 2 truck loading facilities and delivered by the Contractor to the end use facility site for processing. Grit and screenings removed during wastewater treatment process shall not constitute as biosolids. OC San currently maximizes beneficial reuse of all the biosolids produced in the treatment process. The current daily digested and dewatered biosolids production is around 531 wet tons per day (wtpd). Biosolids management options include composting, land application, and landfilling. OC San supports the beneficial reuse of biosolids through the use of diverse management options, including biosolids land application, composting, and bioenergy options (OC San Board Resolution 13-03). 2.1 Definitions •Average Daily Biosolids Production – defined as up to 531 wtpd, assuming a 7-day average. OC San’s maximum daily biosolids hauling is about 750 wtpd. •Biosolids – treated, non-hazardous solids from the wastewater treatment processthat contain organic matter, plant nutrients such as nitrogen and phosphorus, andlow levels of metals and pathogenic organisms that are compliant with 40 CFR503. •Biosolids Contractor Requirements (BCR) – A periodically-updated documentthat explains OC San requirements as well as other resources for Contractors.Contractor shall conform to the latest published version of BCR(www.ocsan.gov/bcr) (Appendix A), as specified in Section 7. •Biosolids Management System (BMS) – OC San manages the facility’s biosolidsusing an Internal Standard based on ISO14001 and the National BiosolidsPartnership standard. See Appendix A for information related to how this systemimpacts Contractors as well as what specifically is required. •Contractor – shall mean the party awarded the Contract for services under thisContract. •Direct Land Application – Biosolids management process of directly applyingbiosolids to a farm field. Pre-treatment via compost is not considered direct landapplication, but it is an acceptable fail-safe back-up option. •Fail-safe Back-up Biosolids Management Options – OC San will have fail-safeback-up and/or alternative options, such as landfill and/or composting, at the ready in the case that OC San has a process disruption and produces sub-ClassB biosolids or otherwise requires use of an alternative to the usual direct landapplication sites. •Fail-safe Hauling Capacity – Contractor shall have a plan and be prepared toprovide hauling for up to 58% of OC San’s biosolids average daily production (325 tpd). See Bid Price Form, Exhibit B. •First to Respond – The first contractor to respond and transport a potential emergency load(s) within 24 hours will receive a premium of one dollar per tonfor every load. •Maintenance Shutdown – A shutdown restricting the processing of biosolidsand/or limiting or restricting the throughput of biosolids. •OC San – Shall mean the Orange County Sanitation District EXHIBIT A Page 3 of 17 Specification No. S-2024-624BD •OC San Project Manager – Shall mean the OC San employee who is the mainpoint of contact for all issues related to this Contract. •Ownership of Biosolids – Shall mean once biosolids are loaded into theContractor’s truck, responsibility and ownership of the biosolids are deemed tohave transferred from OC San to the Contractor. However, OC San maintainsstrict oversight of these biosolids throughout the final use process including, butnot limited to, coordination on compliance reporting, reporting incidents duringtransportation, site inspections, and final product distribution. •Qualifying Management Practice - To maintain diverse options, OC San has TenTenets(https://www.ocsan.gov/home/showpublisheddocument/19436/637691972830170000), that require OC San to maintain at least two different hauling companieswithin the biosolids management portfolio to weather any significant market orregulatory change. •Potential Emergency – Based on the General Manager’s discretion and/or whenhauling services are required within 24 hours of initial request, etc. •Routine Hauling Capacity - Contractor shall maintain hauling capacity to manageat least 20% greater than the 6-day minimum average daily tons, based on theweekly schedule (average tons or trucks per week hauled divided by number ofdays hauled). •Subcontractor – shall mean the party designated by the Contractor and approvedby OC San for part of this Scope of Work. See Section 3.7 for requirements. •TPD (tpd) - shall mean wet tons per day where a ton is a measurement byweight of 2,000 pounds of dewatered biosolids. Typical trailers haul an averageof about 25 tons of biosolids. •Tons per day references throughout this Contract are based on a weeklyaverage (weekly tonnage divided by seven days). OC San’s loading facilities areopen six (6) days per week, and daily scheduled trucks vary based onoperational needs. Therefore, actual daily tonnages hauled are higher than theaverage weekly calculations. This Contract anticipates up to 62 trucks per week(about 9 – 11 trucks per day over a 6-day week) and up to 13 trucks per day(325 tpd), with a minimum guaranteed loading of 7 trucks (~175 tons) per week that are operationally available. 3 Project/Work Elements 3.1 General The Contractor shall agree to haul, transport, and deliver OC San’s biosolids at permitted and approved sites in quantities determined and directed by OC San (up to about 325 tpd). The Contractor is responsible for taking all required steps to provide this service, which may include, but is not limited to, permitting and hauling, while also meeting compliance with federal, state, and local regulations, including recordkeeping, reporting, and conforming to OC San’s BCR (Appendix A). OC San’s facilities are almost entirely built-out with no available room for additional onsite facilities or equipment. Therefore, Contractor shall only provide off-site biosolids hauling services. OC San is seeking to maximize the hauling diversity and capacity of its biosolids program by awarding contracts to up to three (3) qualified hauling Contractors by June 2024. In doing so, it is OC San’s responsibility to provide biosolids to the EXHIBIT A Page 4 of 17 Specification No. S-2024-624BD qualified Contractor(s) that meet the specifications described in the following sections. 3.2 Facility Description 3.2.1 There are two primary hauling destinations: 3.2.1.1 Description of Inland Empire Regional Composting Facility (IERCF): 3.2.1.1.1 OC San and IERCF have an agreement for IERCF to accept and compost approximately 250 wet tons per week, or 50 wtpd of OC San’s biosolids at the IERCF. 3.2.1.1.2 IERCF is located at 12645 Sixth Street Rancho Cucamonga, CA consisting of 445,275 square feet under roof, receiving and processing over 200,000 wet tons of biosolids and producing approximately 90,000 tons of compost a year. 3.2.1.1.3 IERCF is a Joint Powers Authority formed by and between the Inland Empire Utilities Agency (IEUA) and Los Angeles County Sanitation District of (LACSD). 3.2.1.1.4 IERCF requires live-bottom belt trailers capable of unloading from the rear of the trailer using a belt system to transport biosolids. Trailers delivering biosolids to these facilities shall meet the following clearance specifications to off-load material into the biosolids hoppers. All live bottom belt type trailers require a minimum clear distance of 15 inches between the ground surface and any trailer structure beyond or past the rear tires. This requirement does not apply to any flexible structure like a mud flap. Flexible structures may be removed or repositioned to allow adequate clearance. 3.2.1.1.5 The IERCF hours of operation for unloading are from 6:15AM to 3:15PM, Monday through Friday. This schedule may be subject to change. 3.2.1.1.6 No biosolids will be accepted outside the biosolids hauling schedule, unless approved by IERCF. 3.2.1.2 Description of Prima Deshecha Landfill: 3.2.1.2.1 Prima Deshecha Landfill is owned and operated by OC Waste and Recycling. 3.2.1.2.2 OC San and OC Waste and Recycling have an agreement for Prima Deshecha to accept and landfill up to 350 wet tons per day of OC San’s biosolids at their facility. However, OC San uses this facility as a fail-safe option and capacity. 3.2.1.2.3 The Prima Deshecha Landfill is located at 32250 Avenida La Pata, San Juan Capistrano, CA consisting of 1,530 total acres, with 697 acres for waste disposal and receives and processes up to 4,000 tons daily. 3.2.1.2.4 The facility hours of operation of unloading are from 7AM to 5PM, Monday through Saturday. No biosolids will be accepted outside the biosolids hauling schedule, unless approved by Prima Deshecha. 3.2.1.3 Other potential locations are listed in the Bid Price Form, Exhibit B. All OC San land application, composting, and fail-safe delivery sites will be within three hundred (<300) miles of OC San Plant No. 1 in Fountain Valley. These other facility delivery hours typically range between 6:15AM to 4PM, Monday through Saturday. However, some of these facilities operate 24 hours a day, seven days a week. Hours and dates may change at the sole discretion of these facilities. EXHIBIT A Page 5 of 17 Specification No. S-2024-624BD 3.3 Biosolids Quality & Specifications 3.3.1 Biosolids quality includes cake dryness, nutrient content, concentration of metals, and other regulated contaminants. 3.3.2 OC San currently produces an average of 531 tpd at about 23-24% total solids at Plant No. 1 and 27-28% total solids at Plant No. 2. 3.3.3 OC San biosolids are below the pollutant levels of Tables 1 and 3 of 40 CFR Part 503.13. 3.3.4 OC San typically meets Class B pathogen reduction requirements as defined in 40 CFR Part 503.32 3.3.5 More detail on the biosolids quality may be found in the OC San Biosolids Management Compliance Report, 40 CFR Part 503, current year published at www.ocsan.gov/503 with an excerpt included in Appendix A. The data are for informational purposes only and indicate historical quality and not a guarantee of future quality. 3.3.6 Contractor shall have the required permits and approval to haul sub-Class B biosolids to designated facility(ies) as identified and/or approved by OC San. 3.4 Biosolids Allocations 3.4.1 OC San will select up to three (3) qualified biosolids Contractors that meet the Minimum Qualification Requirements in Appendix A. 3.4.2 This Contract anticipates a minimum loading of 7 trucks (~175 tons) per week, based on OC San’s operational conditions, to the locations in the Bid Price Form, Exhibit B. Based on OC San’s operational needs and discretion, Contractor may potentially haul up to 13 trucks per day (~325 tpd). 3.4.3 Contractor may be assigned additional loads upon hauling availability. The allocation of additional biosolids will be at the discretion of OC San based on the biosolids volume produced at its facilities and operational needs and requirements. 3.4.4 OC San will provide at least a 48-hr notice to take additional loads. However, if the Contractor doesn’t respond with their decision on whether they can take these additional loads, it will constitute a performance issue (see Contractor Performance in section 3.12). 3.4.5 If there is an emergency either declared by the general manager and/or a load(s) needs to be moved within 24 hours, the first contractor to respond and transport the load(s) will receive a premium of one dollar per ton for every load. 3.4.6 Operational considerations including construction, maintenance, shutdowns, etc. may impact biosolids load allocations. 3.5 Hauling Capacity 3.5.1 Contractor shall maintain and demonstrate the ability to provide OC San the minimum capacity as indicated in Section 3.4.2 plus at least two additional trucks per day of hauling capacity. Although OC San prefers to keep to a steady weekly schedule, there can be week-to-week variations. Thus, OC San requires flexible and reliable biosolids hauling capacity from its Contractors to adapt to these fluctuations. 3.5.2 Failure of the Contractor to maintain and demonstrate the ability to provide OC San the minimum capacity as indicated in Section 3.4.2 plus at least two additional trucks per day of hauling capacity shall constitute a performance issue (see Contractor Performance in section 3.11). EXHIBIT A Page 6 of 17 Specification No. S-2024-624BD 3.6 Subcontractor(s) 3.6.1 Contractor may subcontract portions of the Contract. Subcontractors are subject to all the requirements of the Contract. Contractor is responsible for ensuring that the Subcontractor(s) comply with all Contract requirements. 3.6.2 Contractor shall provide a written request to OC San for approval in order to add a Subcontractor to the approved list of substitutes. 3.6.3 Contractor shall obtain written approval from OC San at least 30 days prior to the substitution of an approved Subcontractor. 3.6.4 Contractor’s Subcontractor shall meet all of OC San’s requirements, responsibility, and accountability measures contained herein. 3.6.5 Contractor is accountable and responsible to ensure that its Subcontractor(s) meet applicable OC San and management facility requirements including, but not limited to, providing suitable staff, training, equipment, resources to perform the scope of work, required insurance, and conformance with OC San’s BCR (see Appendix A). 3.6.6 The cost for Subcontractor(s) shall be included in Contractor’s cost. 3.7 Hauling, Scheduling, Storage, and Contingencies 3.7.1 The Contractor shall be responsible for ensuring drivers and hauling companies comply, as required, with all State of California, State of Arizona, and federal standards and requirements for Motor Carriers, including the California Vehicle Code and the Department of Transportation (DOT) Federal Motor Carrier Safety Administration standards and requirements. State of California and DOT requirements may include, but are not limited to, the following: • California Vehicle Code §658.17 Weight limits • DOT §393.95 Emergency equipment on all power units • DOT §395.3 Maximum driving time for property-carrying vehicles • California Air Resources Board Truck & Bus Regulation 13 CCR 2025 • California Air Resources Board Clean Truck Check Regulation 13 CCR 2195 – 2199.1 • California Air Resources Board Advanced Clean Fleets Regulation 13 CCR 2013 – 2013.4 and 13 CCR 2015 – 2015.6 3.7.2 Any federal, state, or local fees related to hauling, such as road use fees, toll fees, and any fines incurred by hauling operations as well as costs associated with releases shall be the responsibility of the Contractor. 3.7.3 In addition to the summary of key requirements contained in this section, the Contractor shall comply with all requirements contained in the BCR (Appendix A), including the submittal and maintenance of a “Biosolids Hauling Plan” and the submittal of the Training Checklist that ensures the Contractor’s dispatcher has trained staff on OC San requirements (see Section 7 Deliverables). The Contractor shall periodically (or upon request by OC San) review, update, and re-submit the plans, with any changes, to OC San. 3.7.4 Contractor shall haul biosolids from either of OC San’s two (2) plants to approved sites as directed by OC San’s weekly schedule. Contractor shall conform to this schedule. 3.7.5 The 2017 OC San Biosolids Management Plan’s Ten Tenets set a guidance to maintain 20% fail-safe hauling capacity. As much as OC San tries to keep a steady weekly schedule, operationally the biosolids production does vary week to week. The Contractor shall maintain at least 20% additional hauling capacity over routinely scheduled loads. EXHIBIT A Page 7 of 17 Specification No. S-2024-624BD 3.7.6 Contractor shall bill OC San based on OC San’s scale-based weight tickets (not weight at destination facility). Contractor shall maintain and record truckload weight tickets. 3.7.7 Current loading windows are generally limited to Monday through Saturday but are subject to change based on operational needs and biosolids availability (see Appendix A). 3.7.8 OC San will consider Contractor’s needs in setting loading times and schedules; however, operational logistics and plants’ considerations determine the final schedule. Wait times at the plants prior to loading average about 15-30 minutes, but at peak times it can be as much as one (1) hour. Loading times also vary, averaging about 15-30 minutes. 3.7.9 Once biosolids are loaded into the Contractor’s truck, responsibility, and ownership of the biosolids are deemed to have transferred from OC San to the Contractor. However, OC San maintains strict oversight of these biosolids throughout the final use process including coordination of reporting incidents during transportation and final product distribution. 3.7.10 OC San has limited storage capacity. Contractor shall provide facilities, hauling, equipment, and any other means necessary to ensure its ability to manage and store biosolids produced by OC San during inclement weather. 3.7.11 Contractor shall comply with the following requirements contained in Attachment G, Section I.F-G of OC San’s NPDES permit (No. CA0110604) and any future permit renewals: 3.7.11.1 All trucks hauling biosolids that are not Class A, as defined at 40 CFR 503.32(a), shall be cleaned as necessary after loading and after unloading, so as to have no biosolids on the exterior of the truck or wheels. 3.7.11.2 Trucks used to haul Class B biosolids shall not be used to haul animal feed or food on the return trip, unless approved by USEPA after a demonstration of the truck cleaning methods at the unloading site has been made. 3.7.12 Haulers transporting biosolids off-site for further treatment, storage, use, or disposal shall take all necessary measures to keep the biosolids contained. Haulers shall adhere to OC San’s spill clean-up plan. OC San is required to report any spills to USEPA and State agency in which the spill occurred. 3.8 Loading, Drivers, and Trailers 3.8.1 OC San reserves the right to reject loads (no make-up) or write-up the driver or trailer if any contractual requirements or BCR (Appendix A) are not met. See Section 7. 3.8.2 The Contractor shall be responsible for all transportation equipment. OC San reserves the right to inspect any of the Contractor’s equipment to verify conformance with all requirements within these specifications and reject loads if equipment does not meet specifications. 3.8.3 Contractor shall provide adequate training to drivers, dispatchers, and other key staff on biosolids characteristics and emergency response procedures, including providing simple procedures written in the appropriate language format (such as English and Spanish). 3.8.4 Contractor’s drivers shall conduct themselves in a professional and courteous manner. OC San reserves the right to ban drivers from OC San facilities that do not comply with the BCR or terms of the contract. 3.8.5 Dispatchers shall relay shutdown, operational, training, and other communications from OC San to drivers promptly, in a format that can be easily EXHIBIT A Page 8 of 17 Specification No. S-2024-624BD understood by drivers, and document communications and trainings including the use of sign-in sheets. 3.8.6 Trailers are subject to inspection by OC San prior to commencement of work. Any exceptions to requirements must be requested in writing and approved by OC San staff. 3.8.7 Contractor shall conform to OC San Safety Equipment Requirements and Pre-Loading Inspection Requirements (see Appendix A). 3.8.8 Contractor’s drivers shall carry a copy of the OC San’s “Hauling Biosolids” laminated cards (Appendix A). Drivers shall understand and abide by all information contained in it, be familiar with Biosolids, and provide this informational booklet to onsite emergency responders if an incident occurs during transportation, especially to communicate that Biosolids are non-hazardous. Laminated cards are available to drivers at OC San’s truck loading facilities. 3.8.9 OC San requires the Contractor’s participation in our commitment to being a good neighbor and preventing/minimizing noise and odors. Below is a summary of some of the requirements, but please refer to Appendix A for all requirements: 3.8.9.1 OC San requires that Contractor’s drivers travel with tarps secured at all times to minimize odors. 3.8.9.2 Contractor is responsible to provide drivers access to facilities necessary to ensure trucks are clean. OC San will not provide a truck washing facility. 3.8.9.3 No jake-breaking or other noise nuisance between 7pm and 7am. 3.8.9.4 Contractor shall utilize staging areas and trucking route(s) with least impact to sensitive receptors within the public. The route(s), staging areas, and contingency routes in case of closures shall be included in the Hauling Plan submittal. 3.8.10 Trailers shall be capable of receiving biosolids from an overhead hopper loading system (See Appendix A). 3.8.11 OC San’s loading facilities are capable of accommodating trailers that are up to 60 ft in length, 8 ft in width, and 10 ft in height. Truck and trailer height/clearance must be less than 12 ft for Plant 1 and less than 13.5 ft for Plant 2. Trailers must be able to load and haul a minimum of 20 tons of biosolids. 3.8.12 Trailers shall have tall sides (about 8 ft high) so as to allow the driver to tarp the truck inside the loading facility, with the doors closed and without having to adjust the load since the biosolids may initially pile high in one area. 3.8.13 Trailers equipped with an automatic tarping mechanism are preferred (not required) to allow the driver to tarp the truck inside the truck loading facility before the odor-control doors are opened. The tarping mechanism must be able to tarp the truck within the loading facilities’ maximum clearance height of twelve (12)feet. Drivers will be allowed to exit the cab of the truck for tarping once the OC San Operator signals the all-clear after biosolids have completed loading.3.8.14 Trailers shall be watertight. 3.8.15 Trailers shall have baffles or splashguards 18-24 inches on front, which must be completely welded or bolted and sealed. 3.8.16 Trailers shall be equipped with manual locking devices as to prevent releases from hydraulic system failures. See BCR (Appendix A) for examples of such manual locking devices. 3.8.17 Trailers shall be single trailers due to OC San’s unique alignment of loading chutes at Plant No. 1 that makes it unsafe to move double trailers back and forth with the odor-control doors closed. This requirement does not apply to Plant No. 2. 3.8.18 Trailers shall be clearly marked with a unique ID, which shall be visible and distinguishable. EXHIBIT A Page 9 of 17 Specification No. S-2024-624BD 3.8.19 Contractor shall conform with OC San Biosolids Response & Recovery Plan (Appendix A). The Contractor shall notify OC San Control Center (714-593-7025) within 30 minutes of accidents and spills during transportation and email an incident report within 48-hours (see Section 7.6). 3.9 OC San Scale and DataBridge Systems 3.9.1 New Driver and New Trailer Approval forms are required for each driver and trailer in order to register them in OC San’s scale software prior to arrival at OC San. 3.9.1.1 Hauling dispatchers are required to email the form at least two (2) business days before the drivers’ or trailers’ initial visit to OC San. 3.9.1.2 Dispatchers and drivers are certifying that they understand and conform with requirements contained in the Pre-Loading Trailer Inspection Guidelines, Safety Equipment Inspection Guidelines, Biosolids Response and Recovery Procedures, OC San Hauling Biosolids laminated cards, and BCR. 3.9.2 OC San’s DataBridge System is a software application that is used for tracking OC San’s Biosolids loads to ensure accurate compliance reporting (see Appendix A). 3.9.3 OC San staff will review and reconcile tickets in DataBridge, using field tickets and logs. 3.9.3.1 The Contractor will receive an excel data spreadsheet of all the tickets on a frequent basis, such as every two weeks or monthly, where they are required to validate the data for each ticket including the destination and net tons for each load shipped. 3.9.3.2 Invoicing shall reflect data in DataBridge. Any incorrect or missing tickets will be identified during the ticket approval process. The Contractor shall communicate any ticket discrepancies as soon as possible to OC San. 3.9.3.3 These requirements transfer to any new or equivalent systems or processes implemented in the future. 3.10 Permits, Compliance, and Records 3.10.1 Contractor shall hold and maintain all valid federal, state, and local permits, licenses, and other approved legally required documentation to haul and transport biosolids. 3.10.2 Contractor shall submit all regulatory documents as part of its Biosolids Hauling Plan in its Contract. 3.10.3 Renewal of these documents shall be provided to OC San upon issuance and shall be available at the site. 3.10.4 The Contractor shall demonstrate compliance with all federal, state, and local regulatory standards (see Section 7 Deliverables). 3.10.5 Contractor shall include cost for permits and any incidentals in cost to haul to all facilities listed on the Bid Price Form, Exhibit B. Use of these alternative locations will typically be on an emergency basis, so costs may be higher than routine hauls. 3.10.6 Contractor shall submit copies of ALL reports submitted by the Contractor to regulators and any other reports required by OC San in accordance with Section 7 Deliverables. 3.10.7 Contractor shall notify OC San of any regulatory changes affecting hauling as soon as possible. The notification shall include how the changes impact hauling and the Contractor’s plan for addressing the changes. Contractor shall provide a EXHIBIT A Page 10 of 17 Specification No. S-2024-624BD copy of any regulatory requirement changes, reports, and correspondence as described in Section 7 Deliverables. 3.10.8 The Contractor shall report any violations or investigations to the appropriate authority immediately, as well as to OC San, within 24-hours with a follow-up incident report as referenced in Section 7 Deliverables. 3.10.9 Contractor shall submit all annual biosolids compliance data as requested for OC San’s annual biosolids compliance report and shall conform to reporting formats specified by OC San, including electronic reporting in January, for OC San to submit timely reports by the February 19th deadline (Appendix A). 3.10.10 Contractor shall maintain, document, and copy OC San on all compliance and any non-compliances with all federal, state, and local regulations. OC San reserves the right to contact the Contractor’s regulators. 3.10.11 OC San may require additional supplemental reports, data, or plans as needed. 3.11 Contractor Performance 3.11.1 OC San reserves the right to withhold loads for any reason, including but not limited to: 3.11.1.1.1 Contractor not meeting any elements of the Scope of Work or Contract requirements. 3.11.1.1.2 Contractor not adequately addressing neighbor complaints, potential onsite nuisances, or any other concern documented in an inspection. 3.11.1.1.3 Contractor not conforming to the BCR document (Appendix A). OC San periodically updates and reissues this document to Contractor. 3.11.1.1.4 Contractor’s Subcontractor(s) not meeting or conforming to any one of the requirements, which are the responsibility of the Contractor to ensure conformance. 3.11.2 Repeated issues with performance can be grounds for termination of the Contract. 3.12 Conformance with OC San’s Biosolids Management System 3.12.1 OC San’s biosolids management system includes requirements for the Contractor, most of which are incorporated into this Scope of Work and Appendix A. Additional requirements include, but are not limited to, participation in audits and corrective and preventive actions, hauling inspections, review meetings, and potential additional reporting requirements. 3.12.2 Changes in requirements are included in updated BCRs that are posted to www.ocsan.gov/bcr. 3.13 Cost Adjustments 3.13.1 Due to the volatility of diesel fuel prices, OC San has issued contracts for biosolids management that include fuel adjustments that reflect the variability of diesel prices. 3.13.2 As shown on the Bid Price Form in Exhibit B, the fuel adjustment is based on a formula provided by OC San, which requires Contractor to provide a specific “Multiplier”. Among other variables, the multiplier typically considers distance and fuel efficiency of vehicles. 3.13.3 The Multiplier provided is multiplied by the difference in average diesel cost per gallon in the previous month in California minus $5.216, which is the base diesel EXHIBIT A Page 11 of 17 Specification No. S-2024-624BD fuel price per gallon in California for April 2024 (U.S. Energy Information Administration). 3.13.4 The fuel adjustment Multiplier will be included in the evaluation of overall cost. 3.13.5 OC San shall pay a fuel surcharge once per month based on the previous month’s average pricing provided by the Department of Energy. 3.13.6 The fuel surcharge will only apply if the result of the calculation is greater than $0.25. 3.13.7 The Contractor shall include the monthly fuel adjustment (credit or debit) on the monthly invoice. 3.13.8 Since the Consumer Price Index (CPI) accounts for the fuel and maintenance costs, which consists of approximately 10% of the CPI, the Contractor may request up to 90% of the CPI a djustment each year following the effective date of the Notice to Proceed in accordance with Contract terms. 3.14 Back Charge 3.14.1 Contractor shall reimburse OC San for any costs, fines, and/or corrective actions taken due to Contractor’s non-performance. This may include costs incurred by OC San due to failure of the Contractor to accept and remove the agreed upon volume of biosolids from the plants, onsite truck leaks, or due to biosolids releases (spills). OC San reserves the right to offset any funds paid out on behalf of the Contractor from invoiced amounts payable to the Contractor. 3.14.2 Contractor shall reimburse OC San for any property damage caused by Contractor or Subcontractors. 3.15 Coordination 3.15.1 Contractor shall participate in OC San-required conference calls or Microsoft Teams (or current OC San software) meetings to review performance, issues, upcoming projects, and generally ensure effective communications coordination between OC San and Contractor at no cost to OC San (see Appendix A). 4 Resources Available OC San will provide all the necessary infrastructure and ancillary equipment for biosolids loading conducted at Reclamation Plant No. 1 and Treatment Plant No. 2. Contractor is otherwise responsible for all equipment, instrumentation, and supplies and all associated costs required for receiving and hauling biosolids. Contractor is responsible for providing personal protective equipment for its work force. The safety equipment shall meet or exceed OC San’s safety standards. Office facilities for Contractor’s workforce are the responsibility of Contractor. Conference call meetings involving dial-in services are the responsibility of Contractor. In close coordination with assigned OC San staff, the Contractor is responsible for requesting from OC San the needed information necessary for performing their contractual obligation. OC San will provide all available information to assist the Contractor in performing the work elements as described above. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement will be paid by Contractor. EXHIBIT A Page 12 of 17 Specification No. S-2024-624BD 5 Project Schedule Milestones/Timeline Deadline (Weeks from Notice to Proceed Date) Kick-Off Meeting 5 working days from Notice to Proceed Scope of Work for Implementation Phase 15 working days from kick-off meeting Report (PDF, Microsoft Excel, etc.) Monthly, Annually Meeting to discuss lessons learned As Needed Work and meetings involving OC San staff shall take place Monday through Thursday, between the hours of 7:00 A.M. to 3:00 P.M. 6 Project Management Project management includes Contractor’s attendance at a kick-off/safety meeting, written monthly updates, and planning for, coordination of, and attendance of quarterly project coordination meetings. Contractor will also be responsible for notifying any regulatory agencies and OC San of permit conditions, non-compliance (violation) events, etc. to the AZDEQ and/or SWRCB, upon approval by OC San. At the kick-off meeting, Contractor shall provide a list of personnel that will be hauling biosolids and the key personnel not limited to dispatcher and management team. Contractor shall not reassign the key project personnel without prior approval of OC San. However, OC San may request reassignment of any of Contractor’s personnel, based on the adequacy of performance. 6.1 Project Kick-Off Meeting Within five (5) business days of receiving the Notice-to-Proceed, Contractor shall schedule, attend, and lead a project kick-off meeting with OC San’s Environmental Services staff at OC San’s Administrative Office or through an alternative method as directed by OC San. The Contractor shall be available to attend follow-up meetings and/or conference calls as deemed necessary by OC San. 6.2 Project Coordination Conferences Contractor shall provide written monthly updates on the status of the project to OC San’s Project Manager. Furthermore, Contractor shall coordinate meetings with the OC San’s Project Manager as outlined in the Project Schedule in Section 5 above. At a minimum, these meetings shall be attended by OC San’s Project Manager and Contractor’s Project Manager. The primary purpose of the meetings shall be to review the Contractor’s Project Manager’s report regarding completion of milestones and the status of the project scope, schedule, budget, as well as any issues which may affect completion of the project. However, additional items may be added to the agenda at OC San’s and/or Contractor’s request, upon agreement of the respective Project Managers. Progress reports should be submitted to OC San for review one week prior to the corresponding project status meetings. Additional meetings may be scheduled on an as-needed basis as deemed necessary by OC San and Contractor’s respective EXHIBIT A Page 13 of 17 Specification No. S-2024-624BD Project Managers. Contractor shall schedule, attend, and lead progress meeting at OC San’s Administrative Office or through an alternative method as directed by OC San. 7 Deliverables 7.1 The Contractor shall provide biosolids hauling services that requires removal or acceptance of the transportation of biosolids from OC San’s Reclamation Plant No. 1 or Treatment Plant No. 2 or both, for quantities as determined and directed by OC San as described above. 7.2 The Contractor shall submit a Biosolids Hauling Plan as part of the submittal package to demonstrate conformance with Appendix A. 7.3 The Contractor shall submit the following information to the OC San Project Manager at least 30-days prior to proceeding with the work under this Contract: 7.3.1 The Training Checklist for hauling that ensures the Contractor’s dispatcher has trained staff on OC San requirements at least 30-days prior to the commencement of work. 7.3.2 Names and emails for staff that will need access to OC San’s DataBridge System. 7.3.3 A list of driver names and trailer numbers that will be used to haul the material. 7.3.4 OC San New Driver and New Trailer Approval forms completed and submitted by the hauling dispatcher (Appendix A). 7.3.5 Certificate of Reported Compliance for any fleet hauling material, including subcontractors, as required per the Heavy-Duty Inspection and Maintenance (HD I/M) Regulation within 30 days of the Regulation’s effective date. 7.3.6 Proof of fleet compliance with the Truck and Bus Regulation. 7.4 BCR Updates: The Contractor shall meet requirements for reporting in the current version of the BCR (Appendix A), which is updated periodically. Updated versions and requirements are posted to www.ocsan.gov/bcr and contractors are notified when updated versions are made available. The Contractor shall download and conform to future updates. 7.5 Monthly Reports: The Contractor shall meet reporting requirements in the BCR. The Contractor shall email a monthly report by the 15th of each month to the OC San Project Manager for the previous month’s activities. The monthly report shall include: 7.5.1 Statement affirming that the Contractor was in compliance with all regulations and requirements, while explaining any exceptions with relevant back-up included. 7.5.2 Copies of all letters and reports submitted to regulatory agencies. 7.5.3 Copies of all regulatory inspection reports. 7.5.4 Copies of renewed or updated permits or regulatory requirements originally submitted as part of the Biosolids Hauling Plan. 7.5.5 Changes to the Biosolids Hauling Plan that was submitted as part of the original Work Plan or later revisions thereof. 7.5.6 Updated driver list (quarterly). 7.5.7 Distribution to each facility (volumes or tonnages to each facility). 7.5.8 Contractor shall document and provide to OC San a report of all public participation, proactive outreach, and communication. 7.6 Contractor Notifications and Incident Reports to OC San 7.6.1 In conformance with the requirements set forth above and the requirements in the BCR (Appendix A), the Contractor shall notify OC San of the following and provide a corresponding incident report within 48-hours. EXHIBIT A Page 14 of 17 Specification No. S-2024-624BD 7.6.1.1 Within 30 minutes of any traffic incident or biosolids released during transportation, Contractor shall notify OC San’s 24-hour Control Center (714-593-7025). 7.6.2 Within 24 hours of any: 7.6.2.1 Incident of non-compliance including notices of violation 7.6.2.2 Complaint received 7.6.2.3 Public or media questions received 7.6.2.4 Regulatory inspection 7.6.2.5 Verbal notification from regulator that an Area of Concern, Violation, or other notice of regulatory non-compliance may be received in the future. 7.6.2.6 Receipt of regulatory non-compliance or Areas of Concern or any other action taken by an enforcement agency regarding non-compliance with permit provisions or general applicable regulatory standards (provide OC San a copy of the regulatory document with notification). 7.6.2.7 Discovery of a regulatory non-compliance for which the Contractor will be notifying the regulatory agency. 7.6.2.8 Accidents or health and safety incidents related to biosolids hauling, processing, or marketing/reuse. 7.6.2.9 Product batches that do not meet specifications. 7.6.2.10 Regulatory-defined “Special Occurrences” on-site 7.6.2.11 Regulatory inspection report received. 7.6.2.12 Critical equipment breakdowns and corrective and preventive actions. 7.6.2.13 Significant changes (including temporary and interim changes) to processes, input, outputs, and markets. 7.6.3 Incident reports shall include the information regarding the incident, which regulatory requirements are impacted (if any), regulatory notifications made (if any), the Contractor’s response, root cause analysis, detailed corrective and preventive actions, and pictures when appropriate. The Contractor shall take corrective and preventive actions to address root causes. 7.6.4 The Contractor shall notify OC San of maintenance shutdowns by Wednesday of the preceding week in order for OC San to properly schedule loads for the week of the shutdown. 7.6.5 In the event of any process interruption after biosolids are received at the biosolids management sites, Contractor shall notify OC San as soon as possible, but within 24 hours. OC San will likely discontinue loads until the process is restored. 7.6.6 In response to OC San inspection findings, the Contractor shall provide OC San within five (5) business days a written incident report including root cause analysis and detailed corrective and preventive action plans. The Contractor shall take corrective and preventive actions to address root causes of OC San findings, especially when issues could result in nuisance complaints or compliance concerns. 8 Safety & Hazardous Materials Safety is the top priority at OC San. The CONTRACTOR shall attend a Contractor Safety Orientation (CSO) meeting prior to the start of work. The CSO is an OC San safety orientation conducted between OC San’s Risk Management Division (safety and health) and the Contractor. Participation in this instruction is mandatory. This orientation does not replace any safety measures described in the Request for Proposals. Consultant shall include in its proposal at least one-hour dedicated to safety onboarding prior to conducting any work. The Contractor and any Subcontractor shall follow all state, federal, and local safety standards. Failure to do so could result in removal and permanent suspension from OC San’s property. EXHIBIT A Page 15 of 17 Specification No. S-2024-624BD In addition, the Contractor will follow all OC San and management facility safety guidelines established for guests, contractors, and vendors at the time this Agreement is executed. In addition, OC San will have the right to modify the way the training is delivered if it is not able to be done in person due to extraordinary circumstances such as COVID-19, including but not limited to recorded or live virtual training. Please review the latest OC San, Centers for Disease Control and Prevention (CDC), California Department of Public Health (CDPH), and Orange County Health Care Agency (OCHCA) COVID-19 guidelines in order to be informed on the most current safety requirements. OC San reserves the right to stop work at no cost to OC San if there is an imminent safety hazard caused by the Contractor or any of its Subcontractor(s). If work is stopped due to imminent safety hazards caused by the Contractor, no stand-by pay will be paid by OC San. 8.1 Job Hazard Analysis The Contractor shall develop and maintain a Site-Specific Safety Program for the worksite, in accordance with OC San Construction Safety Standards. The Plan shall include a description of the work to be performed, highlighting the hazard analysis for each general site condition(s) and specific work task(s), as follows: •Identification of the Contractor’s management, supervision, competent, andqualified persons •Identification of precautions to be implemented •Decision logic for the utilization of personal protective equipment •Site access control, including security measures •Emergency response plan •Incident reporting methodology •Safety Data Sheet inventory list; all Cal/OSHA recognized carcinogens orreproductive hazardous materials shall be denoted and highlighted on the inventory list •Training and certification documentation •Communication methodology •The Drug Free Workplace program if not included in the Injury and IllnessPrevention Program •Measures to mitigate public exposure to hazards as applicable •The Contractor shall submit its Site-Specific Safety Program to OC San forreview no later than fifteen (15) days after the effective date of the Notice to Proceed and prior to commencing work 8.2 Contractor shall be aware of the use of bleach, hydrogen peroxide, ferric chloride, acid and caustic soda and the potential presence of hazardous gases in and around the plants. 8.3 There are various alarm systems installed to alert employees of possible hazardous conditions. The Contractor shall instruct its employees of these dangers and that they shall evacuate the area, including tunnels, immediately should an emergency situation occur. 8.4 Contractor is advised that digesters are classified as Class 1, Division 1, Hazardous Areas both inside and to a distance of five (5) feet beyond all the exterior walls and roof, and to a distance of ten (10) feet beyond all existing gas handling equipment. 8.5 Contractor shall take all necessary safety precautions required to meet all safety requirements for work in areas as designated above, at no additional cost to OC San. EXHIBIT A Page 16 of 17 Specification No. S-2024-624BD 8.6 Contractor is cautioned that the tunnels with digester gas piping are Class 1, Division 2 areas. 8.7 All Contractor employees shall wear hard hats, safety vests, safety toed shoes, safety glasses, and appropriate protective equipment while on OC San plant sites. 8.8 Contractor shall carry and use a 4-gas monitor at all times when on the plant site. The 4-gas monitor shall detect carbon monoxide, oxygen, hydrogen sulfide, and lower explosive limits. 8.9 Contractor is responsible for every aspect of health and safety on the worksite, including the health and safety of Subcontractors, suppliers, and other persons on the worksite. 8.10 Contractor shall notify OC San Project Manager of near misses or injuries within 24 hours. Contractor shall transmit to the OC San Project Manager written investigations of accidents and injuries encountered during work within five (5) business days. 9 Contract Management Invoices: The Contractor shall generate a separate invoice for each plant after the end of each month and the Contractor shall submit the following documentation for each of the previous month’s loads hauled from OC San as back-up for the electronic invoice. Monthly billing invoices shall match tonnages contained in OC San’s records, unless an alternative method is approved by OC San. The invoices shall be emailed to the OC San Project Manager and OC San Accounts Payable (APStaff@ocsan.gov). 9.1.1 Date 9.1.2 Trailer identification number 9.1.3 OC San weight ticket number 9.1.4 Net wet tons contained in each trailer 9.1.5 Total daily tons hauled to the facility(ies) from OC San 9.1.6 Total monthly tons hauled to the facility(ies) from OC San 9.1.7 Total number of loads hauled to the facility(ies) from OC San OC San reserves the right to withhold payment if incomplete or incorrect information is provided with invoices or monthly reports. 10 Staff Assistance The Contractor will be assigned a single point of contact on this project. Any meetings and/or correspondence related to this project shall be scheduled and approved by the Project Manager. 11 Safety and Health Requirements The Contractor and any Subcontractors shall comply with all applicable provisions of the OC San Contractor Safety Standards, Federal OSHA, California OSHA, and Local regulations, whichever is most stringent. 11.1 Injury and Illness Prevention Program The Contractor shall submit a copy of their written Injury and Illness Prevention Program (IIPP). The IIPP must address responsibility, compliance, communication, hazard assessment, incident investigation, hazard correction, and training as required by Title 8, California Code of Regulations, Section 3203. EXHIBIT A Page 17 of 17 Specification No. S-2024-624BD 11.2 Contractor Safety Orientation The Contractor shall attend a CSO meeting prior to the start of work. The CSO is a Sanitation District safety orientation conducted between the Risk Management Division (safety and health) and the Contractor. The CSO is conducted once per year or as job conditions or scope of work changes. The Contractor shall participate in these meetings by providing work plans and other requested safety deliverables described below. 11.3 Fall Protection Fall protection will be required if drivers must climb above 4’ to tarp trailers. 11.4 Training Records Contractor shall submit copies of its employee trainings records to Risk Management for retention. 11.5 PPE Contractor in process areas shall wear Level D personal protective equipment (PPE), which includes hard-toe work boots, safety glasses, hard hats, high-visibility safety vests, long pants, sleeved shirts, gloves, and hearing protection (as needed). General Services Contract 1 of 10 Specification No. S-2024-624BD Revision 081823 GENERAL SERVICES CONTRACT Biosolids Hauling Services Specification No. S-2024-624BD This GENERAL SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Rust Logistics, Inc. (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for biosolids hauling services(“Services”) as described in Exhibit “A” attached hereto and incorporated herein by this reference; and WHEREAS, Contractor is qualified to perform the Services by virtue of experience, training, education, and expertise; and WHEREAS, OC San desires to engage Contractor to provide the Services; and WHEREAS, OC San selected Contractor to provide the Services in accordance with OC San’s current Purchasing Ordinance; and WHEREAS, on November 20, 2024, OC San’s Board of Directors, by minute order, authorized execution of this Contract. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits specified below, the Parties agree as follows: 1. General. 1.1 This Contract and all exhibits hereto are made by OC San and the Contractor. 1.2 The following exhibits, in order of precedence, are incorporated by reference and made part of this Contract. Exhibit “A” – Scope of Work Exhibit “B” – Revised Bid Price Form-Version 2 Exhibit “C” – Determined Insurance Requirement Form Exhibit “D” – Contractor Safety Standards Exhibit “E” – Human Resources Policies 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 in the Contract shall control and thereafter the provisions in the document highest in precedence shall be controlling. 1.4 Except as expressly provided otherwise, OC San accepts no liability for any expenses, losses, or actions incurred or undertaken by Contractor as a result of work performed in anticipation of acquisition of the Services by OC San. 1.5 Work Hours: Shall be as specified in Exhibit “A.” General Services Contract 2 of 10 Specification No. S-2024-624BD Revision 081823 1.6 Days: Shall mean calendar days, unless otherwise noted. 1.7 OC San holidays (non-working days) are as follows: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Work: Shall mean all work, labor, and materials necessary to provide the Services. 1.9 The provisions of this Contract may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.10 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. 2. Scope of Work. 2.1 Contractor shall perform the Services identified in Exhibit “A” in accordance with generally accepted industry and professional standards. 2.2 Modifications to Scope of Work. OC San shall have the right to modify the Scope of Work at any time. All modifications must be made by an amendment signed by both Parties. 2.3 Familiarity with Work. By executing this Contract, Contractor warrants that: (a) it has investigated the work to be performed; (b) it understands the facilities, difficulties, and restrictions of the work under this Contract; and (c) it has examined the site of the work and is aware of all conditions at the site. Should Contractor discover any latent or unknown condition 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. 2.4 Performance. Time is of the essence in the performance of the provisions hereof. 3. Contract Term. 3.1 The term of this Contract shall be for three (3) years commencing on January 1, 2025 and continuing through December 31, 2027. 3.2 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods. This Contract may be renewed by an OC San Purchase Order. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to renew it. 3.3 Extensions. The term of this Contract may be extended only by an amendment signed by both Parties. 4. Compensation. 4.1 As compensation for the Services provided under this Contract, OC San shall pay Contractor a total amount not to exceed Nine Million Dollars ($9,000,000.00). 4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the amount specified above. General Services Contract 3 of 10 Specification No. S-2024-624BD Revision 081823 5. Payments and Invoicing. 5.1 OC San shall pay itemized invoices for work completed in accordance with Exhibit “A” thirty (30) days from receipt of the invoice and after approval by OC San’s Project Manager or designee. OC San shall be the determining party, in its sole discretion, as to whether the Services have been satisfactorily completed. 5.2 Contractor shall submit its invoices to OC San Accounts Payable by electronic mail to APStaff@OCSan.gov. In the subject line include “INVOICE” and the Purchase Order Number. 6. California Department of Industrial Relations Registration and Record of Wages. 6.1 To the extent Contractor’s employees and/or its subcontractors perform work related to this Contract for which Prevailing Wage Determinations have been issued by the California Department of Industrial Relations (DIR) as more specifically defined under Labor Code section 1720 et seq., prevailing wages are required to be paid for applicable work under this Contract. It is Contractor’s responsibility to interpret and implement any prevailing wage requirements and Contractor agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws. 6.2 Contractor and its subcontractors shall comply with the registration requirements of Labor Code section 1725.5. Pursuant to Labor Code section 1771.4(a)(1), the work is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR). 6.3 Pursuant to Labor Code section 1773.2, a copy of the prevailing rate of per diem wages is available upon request at OC San’s principal office. The prevailing rate of per diem wages may also be found at the DIR website for prevailing wage determinations at http://www.dir.ca.gov/DLSR/PWD. 6.4 Contractor and its subcontractors shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations section 16461(e). Pursuant to Labor Code sections 1773.2 and 1771.4(a)(2), Contractor shall post a copy of the prevailing rate of per diem wages at the job site. 6.5 Contractor and its subcontractors shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Contractor and its subcontractors shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(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 the 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. Pursuant to Labor Code section 1776(h), penalties for non-compliance with a request for payroll records may be deducted from progress payments. 6.5.1 As a condition to receiving payments, Contractor agrees to present to OC San, along with any request for payment, all applicable and necessary certified payrolls and other required documents for the period covering such payment request. Pursuant to Title 8, California Code of Regulations section 16463, OC San shall withhold any portion of a payment, up to and including the entire payment amount, until certified payroll forms and any other required documents are properly General Services Contract 4 of 10 Specification No. S-2024-624BD Revision 081823 submitted. In the event certified payroll forms do not comply with the requirements of Labor Code section 1776, OC San may continue to withhold sufficient funds to cover estimated wages and penalties under the Contract. 6.6 The Contractor and its subcontractors shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Contractor and any of its subcontractors shall forfeit to OC San a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any work. 6.6.1 In addition to the penalty and pursuant to Labor Code section 1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or its subcontractor. 6.7 Contractor and its subcontractors shall comply with Labor Code sections 1810 through 1815. Contractor and its subcontractors shall restrict working hours to eight (8) hours per day and forty (40) hours per week, except that work performed in excess of those limits shall be permitted upon compensation for all excess hours worked at not less than one and one-half (1.5) times the basic rate of pay, as provided in Labor Code section 1815. The Contractor shall forfeit, as a penalty to OC San, twenty-five dollars ($25) per worker per calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of Labor Code sections 1810 through 1815. 6.8 Contractor and its subcontractors shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Contractor or any subcontractor. 6.9 Contractor shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subcontractor: Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860, and 1861. 6.10 Pursuant to Labor Code sections 1860 and 3700, the Contractor and its subcontractors will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Contractor, by accepting this contract, certifies that: “I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” Contractor shall ensure that all its contracts with its subcontractors provide the provision above. 7. Damage to OC San’s Property. Any of OC San’s property damaged by Contractor, any subcontractor, or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OC San. General Services Contract 5 of 10 Specification No. S-2024-624BD Revision 081823 8. 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. 9. Audit Rights. Contractor agrees that, during the term of this Contract and for a period of three (3) years after its expiration or 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. 10. Contractor Safety Standards and Human Resources Policies. 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, the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OC San. Contractor, its subcontractors, and all of their employees shall adhere to the safety requirements in Exhibit “A,” all applicable Contractor Safety Standards in Exhibit “D,” and the Human Resources Policies in Exhibit “E.” 11. Insurance. Contractor and all its subcontractors shall purchase and maintain, throughout the term of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Requirement Form. 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 obtain and maintain the required insurance coverage shall result in termination of this Contract. 12. Indemnification and Hold Harmless Provision. Contractor shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or may be caused by Contractor’s Services under this Contract, or by 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. Except as to the sole active negligence of or willful misconduct of OC San, 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, or interference with the use of property arising out of or in connection with Contractor’s performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process; or any patented or unpatented invention, article, or appliance furnished or used under the Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor’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. Contractor agrees to provide this defense immediately upon written notice from OC San, and with well qualified, adequately insured, and experienced legal counsel acceptable to OC San. This section shall survive the expiration or early termination of the Contract. General Services Contract 6 of 10 Specification No. S-2024-624BD Revision 081823 13. Independent Contractor. The 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. 14. 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. 15. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract without the prior written consent from OC San. 16. 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 under the terms of this Contract. 17. Third-Party Rights. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 18. 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 OC San harmless from any and all damages and liabilities assessed against OC San as a result of Contractor’s noncompliance therewith. Any provision required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically included or referenced. 19. 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 provide the Services. 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 this Contract will be paid by Contractor. 20. 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 Water Codes Division 2. 21. 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. 22. South Coast Air Quality Management District’s Requirements. It is Contractor’s responsibility to ensure that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. General Services Contract 7 of 10 Specification No. S-2024-624BD Revision 081823 23. Warranties. In addition to the warranties stated in Exhibit “A,” the following shall apply: 23.1 Contractor’s Warranty (Guarantee): If within a one (1) year period of completion of all work specified in Exhibit “A,” OC San informs Contractor that any portion of the Services provided fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OC San and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Contractor's sole expense. 24. Dispute Resolution. 24.1 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. 24.2 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 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 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. 25. Remedies. In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods and Services or repudiates its obligations under this Contract, or if OC San rejects the goods or Services or revokes acceptance of the goods and Services, OC San may (a) cancel the Contract; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods and Services for those due from Contractor. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods and Services and the Contract price, together with any incidental or consequential damages. 26. 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 the affected 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 of the Parties. 27. Termination. 27.1 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. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OC San shall thereafter, within thirty (30) days, pay Contractor for work performed (cost and fee) through the date of termination. Contractor General Services Contract 8 of 10 Specification No. S-2024-624BD Revision 081823 expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Contract. Such notice of termination shall terminate this Contract and release OC San from any further fee, cost, or claim hereunder by Contractor other than for work performed through the date of termination. 27.2 OC San reserves the right to terminate this Contract immediately upon OC San’s determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or for any other default of this Contract. 27.3 OC San may also immediately terminate this Contract for default, in whole or in part, by written notice to Contractor:  if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or  if Contractor sells its business; or  if Contractor breaches any of the terms of this Contract; or  if the total amount of compensation exceeds the amount authorized under this Contract. 27.4 All OC San’s property in the possession or control of Contractor shall be returned by Contractor to OC San on demand or at the expiration or early termination of this Contract, whichever occurs first. 28. Attorney’s Fees. 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 Contract, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which the prevailing party may be entitled. 29. Waiver. The waiver by 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. 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. 31. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 32. 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. General Services Contract 9 of 10 Specification No. S-2024-624BD Revision 081823 33. Notices. 33.1 All notices under this Contract must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand, or request sent. All notices shall be effective when first received at the following addresses: OC San: Donald Herrera Senior Buyer Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 dherrera@ocsan.gov Contractor: Tanner Rust Vice President Operations Rust Logistics, Inc. 15315 Olde Highway 80 El Cajon, CA 92021 tanner@rustandsons.com 33.2 Each party shall provide the other party written notice of any change in address as soon as practicable. 34. Read and Understood. By signing this Contract, Contractor represents that it has read and understood the terms and conditions of the Contract. 35. 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. 36. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. General Services Contract 10 of 10 Specification No. S-2024-624BD Revision 081823 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by their duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: _________________ By: Ryan P. Gallagher Chair, Board of Directors Dated: _________________ By: Kelly A. Lore Clerk of the Board Dated: _________________ By: Kevin Work Contracts & Purchasing Manager RUST LOGISTICS, INC. Dated: _________________ By: Print Name and Title of Officer IG EXHIBIT A Specification No. S-2024-624BD EXHIBIT A SCOPE OF WORK For Biosolids Hauling Services EXHIBIT A Page 1 of 17 Specification No. S-2024-624BD EXHIBIT A SCOPE OF WORK BIOSOLIDS HAULING SERVICES SPECIFICATION NO. S-2024-624BD EXECUTIVE SUMMARY/OVERVIEW The Orange County Sanitation District (OC San) operates one of the largest wastewater agencies west of the Mississippi River. Since 1954, OC San has safely collected, treated, and disposed of and/or reclaimed the wastewater generated by 2.6 million people living and working in central and northwestern Orange County, California. Each day OC San treats approximately 185 million gallons of wastewater, enough volume to fill Anaheim stadium over two and a quarter times. About 80 percent of the wastewater comes from homes – sinks, toilets, showers, laundry, and dishwashers. The remaining come from businesses – retail stores, restaurants, manufacturers, hotels, offices, and other industries. A professional staff of more than 650 employees manages the day-to-day activities of OC San. The facilities include 396 miles of sewer pipes, located throughout the county, and two treatment plants – one in Fountain Valley, CA and the other in Huntington Beach, CA – where wastewater is treated in accordance with strict state and federal standards. OC San’s employees are dedicated to protecting public health and the environment by ensuring the sewer system efficiently operates 24 hours a day, 7 days a week, and 365 days a year. OC San is known for its industry-leading achievements and dedication to customer service. 1 Purpose OC San is seeking qualified Contractors to collect and haul between approximately 25 to 325 wet tons per day (tpd) of biosolids. Under normal operating conditions, a minimum load of 175 tons (7 trucks) per week will be made available by OC San from its Plants No. 1 and/or No. 2 for delivery to the Inland Empire Regional Composting Facility (IERCF), South Kern Compost Manufacturing Facility (SKIC), Nursery Products (NP), Liberty Compost (LC), Prima Deshecha Landfill (Prima Deshecha), and alternative biosolids management locations listed in the Bid Price Form, (Exhibit B). The purpose of this Notice Inviting Bid (NIB) is to secure professional services from up to three (3) qualified Contractors that meet the minimum qualification requirements referenced in Appendix A to manage a portion of OC San’s biosolids hauling potentially for the next five (5) years, based on a three (3)-year contract with two (2) one-year optional renewals, to provide flexibility, sustainability, and diversity in OC San’s biosolids management program. The Contractor shall take the necessary steps to provide this hauling service, which includes, but is not limited to, compliance with all applicable federal, state, and local regulations, recordkeeping, reporting, and conformance with OC San’s Biosolids Contractor Requirements (BCR) (see Appendix A). 2 Description OC San’s biosolids program consists of processes that ensure solids are treated onsite and used off-site (recycled) in accordance with all regulations and best management practices. USEPA’s “Standards for the Use and Disposal of Sewage Sludge” (40 CFR 503) regulates the use of biosolids in land application, composting, and landfill disposal and is the key regulation EXHIBIT A Page 2 of 17 Specification No. S-2024-624BD governing OC San’s biosolids program. Since its inception, OC San’s biosolids management program has been in full compliance with the 40 CFR 503 rule requirements. Wastewater solids at Plants No. 1 and No. 2 are separated from the liquid stream by various unit processes and are thickened prior to further treatment. The sludge is then stabilized through a digestion process to create a product referred to as biosolids. OC San biosolids are dewatered using centrifuges to about 24-25% total solids at Plant No. 1 and 28-29% total solids at Plant No. 2. OC San biosolids are loaded onto Contractor’s trucks at Plants No. 1 and No. 2 truck loading facilities and delivered by the Contractor to the end use facility site for processing. Grit and screenings removed during wastewater treatment process shall not constitute as biosolids. OC San currently maximizes beneficial reuse of all the biosolids produced in the treatment process. The current daily digested and dewatered biosolids production is around 531 wet tons per day (wtpd). Biosolids management options include composting, land application, and landfilling. OC San supports the beneficial reuse of biosolids through the use of diverse management options, including biosolids land application, composting, and bioenergy options (OC San Board Resolution 13-03). 2.1 Definitions • Average Daily Biosolids Production – defined as up to 531 wtpd, assuming a 7-day average. OC San’s maximum daily biosolids hauling is about 750 wtpd. • Biosolids – treated, non-hazardous solids from the wastewater treatment process that contain organic matter, plant nutrients such as nitrogen and phosphorus, and low levels of metals and pathogenic organisms that are compliant with 40 CFR 503. • Biosolids Contractor Requirements (BCR) – A periodically-updated document that explains OC San requirements as well as other resources for Contractors. Contractor shall conform to the latest published version of BCR (www.ocsan.gov/bcr) (Appendix A), as specified in Section 7. • Biosolids Management System (BMS) – OC San manages the facility’s biosolids using an Internal Standard based on ISO14001 and the National Biosolids Partnership standard. See Appendix A for information related to how this system impacts Contractors as well as what specifically is required. • Contractor – shall mean the party awarded the Contract for services under this Contract. • Direct Land Application – Biosolids management process of directly applying biosolids to a farm field. Pre-treatment via compost is not considered direct land application, but it is an acceptable fail-safe back-up option. • Fail-safe Back-up Biosolids Management Options – OC San will have fail-safe back-up and/or alternative options, such as landfill and/or composting, at the ready in the case that OC San has a process disruption and produces sub-Class B biosolids or otherwise requires use of an alternative to the usual direct land application sites. • Fail-safe Hauling Capacity – Contractor shall have a plan and be prepared to provide hauling for up to 58% of OC San’s biosolids average daily production (325 tpd). See Bid Price Form, Exhibit B. • First to Respond – The first contractor to respond and transport a potential emergency load(s) within 24 hours will receive a premium of one dollar per ton for every load. • Maintenance Shutdown – A shutdown restricting the processing of biosolids and/or limiting or restricting the throughput of biosolids. • OC San – Shall mean the Orange County Sanitation District EXHIBIT A Page 3 of 17 Specification No. S-2024-624BD • OC San Project Manager – Shall mean the OC San employee who is the main point of contact for all issues related to this Contract. • Ownership of Biosolids – Shall mean once biosolids are loaded into the Contractor’s truck, responsibility and ownership of the biosolids are deemed to have transferred from OC San to the Contractor. However, OC San maintains strict oversight of these biosolids throughout the final use process including, but not limited to, coordination on compliance reporting, reporting incidents during transportation, site inspections, and final product distribution. • Qualifying Management Practice - To maintain diverse options, OC San has Ten Tenets (https://www.ocsan.gov/home/showpublisheddocument/19436/637691972830170000), that require OC San to maintain at least two different hauling companies within the biosolids management portfolio to weather any significant market or regulatory change. • Potential Emergency – Based on the General Manager’s discretion and/or when hauling services are required within 24 hours of initial request, etc. • Routine Hauling Capacity - Contractor shall maintain hauling capacity to manage at least 20% greater than the 6-day minimum average daily tons, based on the weekly schedule (average tons or trucks per week hauled divided by number of days hauled). • Subcontractor – shall mean the party designated by the Contractor and approved by OC San for part of this Scope of Work. See Section 3.7 for requirements. • TPD (tpd) - shall mean wet tons per day where a ton is a measurement by weight of 2,000 pounds of dewatered biosolids. Typical trailers haul an average of about 25 tons of biosolids. • Tons per day references throughout this Contract are based on a weekly average (weekly tonnage divided by seven days). OC San’s loading facilities are open six (6) days per week, and daily scheduled trucks vary based on operational needs. Therefore, actual daily tonnages hauled are higher than the average weekly calculations. This Contract anticipates up to 62 trucks per week (about 9 – 11 trucks per day over a 6-day week) and up to 13 trucks per day (325 tpd), with a minimum guaranteed loading of 7 trucks (~175 tons) per week that are operationally available. 3 Project/Work Elements 3.1 General The Contractor shall agree to haul, transport, and deliver OC San’s biosolids at permitted and approved sites in quantities determined and directed by OC San (up to about 325 tpd). The Contractor is responsible for taking all required steps to provide this service, which may include, but is not limited to, permitting and hauling, while also meeting compliance with federal, state, and local regulations, including recordkeeping, reporting, and conforming to OC San’s BCR (Appendix A). OC San’s facilities are almost entirely built-out with no available room for additional onsite facilities or equipment. Therefore, Contractor shall only provide off-site biosolids hauling services. OC San is seeking to maximize the hauling diversity and capacity of its biosolids program by awarding contracts to up to three (3) qualified hauling Contractors by June 2024. In doing so, it is OC San’s responsibility to provide biosolids to the EXHIBIT A Page 4 of 17 Specification No. S-2024-624BD qualified Contractor(s) that meet the specifications described in the following sections. 3.2 Facility Description 3.2.1 There are two primary hauling destinations: 3.2.1.1 Description of Inland Empire Regional Composting Facility (IERCF): 3.2.1.1.1 OC San and IERCF have an agreement for IERCF to accept and compost approximately 250 wet tons per week, or 50 wtpd of OC San’s biosolids at the IERCF. 3.2.1.1.2 IERCF is located at 12645 Sixth Street Rancho Cucamonga, CA consisting of 445,275 square feet under roof, receiving and processing over 200,000 wet tons of biosolids and producing approximately 90,000 tons of compost a year. 3.2.1.1.3 IERCF is a Joint Powers Authority formed by and between the Inland Empire Utilities Agency (IEUA) and Los Angeles County Sanitation District of (LACSD). 3.2.1.1.4 IERCF requires live-bottom belt trailers capable of unloading from the rear of the trailer using a belt system to transport biosolids. Trailers delivering biosolids to these facilities shall meet the following clearance specifications to off-load material into the biosolids hoppers. All live bottom belt type trailers require a minimum clear distance of 15 inches between the ground surface and any trailer structure beyond or past the rear tires. This requirement does not apply to any flexible structure like a mud flap. Flexible structures may be removed or repositioned to allow adequate clearance. 3.2.1.1.5 The IERCF hours of operation for unloading are from 6:15AM to 3:15PM, Monday through Friday. This schedule may be subject to change. 3.2.1.1.6 No biosolids will be accepted outside the biosolids hauling schedule, unless approved by IERCF. 3.2.1.2 Description of Prima Deshecha Landfill: 3.2.1.2.1 Prima Deshecha Landfill is owned and operated by OC Waste and Recycling. 3.2.1.2.2 OC San and OC Waste and Recycling have an agreement for Prima Deshecha to accept and landfill up to 350 wet tons per day of OC San’s biosolids at their facility. However, OC San uses this facility as a fail-safe option and capacity. 3.2.1.2.3 The Prima Deshecha Landfill is located at 32250 Avenida La Pata, San Juan Capistrano, CA consisting of 1,530 total acres, with 697 acres for waste disposal and receives and processes up to 4,000 tons daily. 3.2.1.2.4 The facility hours of operation of unloading are from 7AM to 5PM, Monday through Saturday. No biosolids will be accepted outside the biosolids hauling schedule, unless approved by Prima Deshecha. 3.2.1.3 Other potential locations are listed in the Bid Price Form, Exhibit B. All OC San land application, composting, and fail-safe delivery sites will be within three hundred (<300) miles of OC San Plant No. 1 in Fountain Valley. These other facility delivery hours typically range between 6:15AM to 4PM, Monday through Saturday. However, some of these facilities operate 24 hours a day, seven days a week. Hours and dates may change at the sole discretion of these facilities. EXHIBIT A Page 5 of 17 Specification No. S-2024-624BD 3.3 Biosolids Quality & Specifications 3.3.1 Biosolids quality includes cake dryness, nutrient content, concentration of metals, and other regulated contaminants. 3.3.2 OC San currently produces an average of 531 tpd at about 23-24% total solids at Plant No. 1 and 27-28% total solids at Plant No. 2. 3.3.3 OC San biosolids are below the pollutant levels of Tables 1 and 3 of 40 CFR Part 503.13. 3.3.4 OC San typically meets Class B pathogen reduction requirements as defined in 40 CFR Part 503.32 3.3.5 More detail on the biosolids quality may be found in the OC San Biosolids Management Compliance Report, 40 CFR Part 503, current year published at www.ocsan.gov/503 with an excerpt included in Appendix A. The data are for informational purposes only and indicate historical quality and not a guarantee of future quality. 3.3.6 Contractor shall have the required permits and approval to haul sub-Class B biosolids to designated facility(ies) as identified and/or approved by OC San. 3.4 Biosolids Allocations 3.4.1 OC San will select up to three (3) qualified biosolids Contractors that meet the Minimum Qualification Requirements in Appendix A. 3.4.2 This Contract anticipates a minimum loading of 7 trucks (~175 tons) per week, based on OC San’s operational conditions, to the locations in the Bid Price Form, Exhibit B. Based on OC San’s operational needs and discretion, Contractor may potentially haul up to 13 trucks per day (~325 tpd). 3.4.3 Contractor may be assigned additional loads upon hauling availability. The allocation of additional biosolids will be at the discretion of OC San based on the biosolids volume produced at its facilities and operational needs and requirements. 3.4.4 OC San will provide at least a 48-hr notice to take additional loads. However, if the Contractor doesn’t respond with their decision on whether they can take these additional loads, it will constitute a performance issue (see Contractor Performance in section 3.12). 3.4.5 If there is an emergency either declared by the general manager and/or a load(s) needs to be moved within 24 hours, the first contractor to respond and transport the load(s) will receive a premium of one dollar per ton for every load. 3.4.6 Operational considerations including construction, maintenance, shutdowns, etc. may impact biosolids load allocations. 3.5 Hauling Capacity 3.5.1 Contractor shall maintain and demonstrate the ability to provide OC San the minimum capacity as indicated in Section 3.4.2 plus at least two additional trucks per day of hauling capacity. Although OC San prefers to keep to a steady weekly schedule, there can be week-to-week variations. Thus, OC San requires flexible and reliable biosolids hauling capacity from its Contractors to adapt to these fluctuations. 3.5.2 Failure of the Contractor to maintain and demonstrate the ability to provide OC San the minimum capacity as indicated in Section 3.4.2 plus at least two additional trucks per day of hauling capacity shall constitute a performance issue (see Contractor Performance in section 3.11). EXHIBIT A Page 6 of 17 Specification No. S-2024-624BD 3.6 Subcontractor(s) 3.6.1 Contractor may subcontract portions of the Contract. Subcontractors are subject to all the requirements of the Contract. Contractor is responsible for ensuring that the Subcontractor(s) comply with all Contract requirements. 3.6.2 Contractor shall provide a written request to OC San for approval in order to add a Subcontractor to the approved list of substitutes. 3.6.3 Contractor shall obtain written approval from OC San at least 30 days prior to the substitution of an approved Subcontractor. 3.6.4 Contractor’s Subcontractor shall meet all of OC San’s requirements, responsibility, and accountability measures contained herein. 3.6.5 Contractor is accountable and responsible to ensure that its Subcontractor(s) meet applicable OC San and management facility requirements including, but not limited to, providing suitable staff, training, equipment, resources to perform the scope of work, required insurance, and conformance with OC San’s BCR (see Appendix A). 3.6.6 The cost for Subcontractor(s) shall be included in Contractor’s cost. 3.7 Hauling, Scheduling, Storage, and Contingencies 3.7.1 The Contractor shall be responsible for ensuring drivers and hauling companies comply, as required, with all State of California, State of Arizona, and federal standards and requirements for Motor Carriers, including the California Vehicle Code and the Department of Transportation (DOT) Federal Motor Carrier Safety Administration standards and requirements. State of California and DOT requirements may include, but are not limited to, the following: • California Vehicle Code §658.17 Weight limits • DOT §393.95 Emergency equipment on all power units • DOT §395.3 Maximum driving time for property-carrying vehicles • California Air Resources Board Truck & Bus Regulation 13 CCR 2025 • California Air Resources Board Clean Truck Check Regulation 13 CCR 2195 – 2199.1 • California Air Resources Board Advanced Clean Fleets Regulation 13 CCR 2013 – 2013.4 and 13 CCR 2015 – 2015.6 3.7.2 Any federal, state, or local fees related to hauling, such as road use fees, toll fees, and any fines incurred by hauling operations as well as costs associated with releases shall be the responsibility of the Contractor. 3.7.3 In addition to the summary of key requirements contained in this section, the Contractor shall comply with all requirements contained in the BCR (Appendix A), including the submittal and maintenance of a “Biosolids Hauling Plan” and the submittal of the Training Checklist that ensures the Contractor’s dispatcher has trained staff on OC San requirements (see Section 7 Deliverables). The Contractor shall periodically (or upon request by OC San) review, update, and re-submit the plans, with any changes, to OC San. 3.7.4 Contractor shall haul biosolids from either of OC San’s two (2) plants to approved sites as directed by OC San’s weekly schedule. Contractor shall conform to this schedule. 3.7.5 The 2017 OC San Biosolids Management Plan’s Ten Tenets set a guidance to maintain 20% fail-safe hauling capacity. As much as OC San tries to keep a steady weekly schedule, operationally the biosolids production does vary week to week. The Contractor shall maintain at least 20% additional hauling capacity over routinely scheduled loads. EXHIBIT A Page 7 of 17 Specification No. S-2024-624BD 3.7.6 Contractor shall bill OC San based on OC San’s scale-based weight tickets (not weight at destination facility). Contractor shall maintain and record truckload weight tickets. 3.7.7 Current loading windows are generally limited to Monday through Saturday but are subject to change based on operational needs and biosolids availability (see Appendix A). 3.7.8 OC San will consider Contractor’s needs in setting loading times and schedules; however, operational logistics and plants’ considerations determine the final schedule. Wait times at the plants prior to loading average about 15-30 minutes, but at peak times it can be as much as one (1) hour. Loading times also vary, averaging about 15-30 minutes. 3.7.9 Once biosolids are loaded into the Contractor’s truck, responsibility, and ownership of the biosolids are deemed to have transferred from OC San to the Contractor. However, OC San maintains strict oversight of these biosolids throughout the final use process including coordination of reporting incidents during transportation and final product distribution. 3.7.10 OC San has limited storage capacity. Contractor shall provide facilities, hauling, equipment, and any other means necessary to ensure its ability to manage and store biosolids produced by OC San during inclement weather. 3.7.11 Contractor shall comply with the following requirements contained in Attachment G, Section I.F-G of OC San’s NPDES permit (No. CA0110604) and any future permit renewals: 3.7.11.1 All trucks hauling biosolids that are not Class A, as defined at 40 CFR 503.32(a), shall be cleaned as necessary after loading and after unloading, so as to have no biosolids on the exterior of the truck or wheels. 3.7.11.2 Trucks used to haul Class B biosolids shall not be used to haul animal feed or food on the return trip, unless approved by USEPA after a demonstration of the truck cleaning methods at the unloading site has been made. 3.7.12 Haulers transporting biosolids off-site for further treatment, storage, use, or disposal shall take all necessary measures to keep the biosolids contained. Haulers shall adhere to OC San’s spill clean-up plan. OC San is required to report any spills to USEPA and State agency in which the spill occurred. 3.8 Loading, Drivers, and Trailers 3.8.1 OC San reserves the right to reject loads (no make-up) or write-up the driver or trailer if any contractual requirements or BCR (Appendix A) are not met. See Section 7. 3.8.2 The Contractor shall be responsible for all transportation equipment. OC San reserves the right to inspect any of the Contractor’s equipment to verify conformance with all requirements within these specifications and reject loads if equipment does not meet specifications. 3.8.3 Contractor shall provide adequate training to drivers, dispatchers, and other key staff on biosolids characteristics and emergency response procedures, including providing simple procedures written in the appropriate language format (such as English and Spanish). 3.8.4 Contractor’s drivers shall conduct themselves in a professional and courteous manner. OC San reserves the right to ban drivers from OC San facilities that do not comply with the BCR or terms of the contract. 3.8.5 Dispatchers shall relay shutdown, operational, training, and other communications from OC San to drivers promptly, in a format that can be easily EXHIBIT A Page 8 of 17 Specification No. S-2024-624BD understood by drivers, and document communications and trainings including the use of sign-in sheets. 3.8.6 Trailers are subject to inspection by OC San prior to commencement of work. Any exceptions to requirements must be requested in writing and approved by OC San staff. 3.8.7 Contractor shall conform to OC San Safety Equipment Requirements and Pre-Loading Inspection Requirements (see Appendix A). 3.8.8 Contractor’s drivers shall carry a copy of the OC San’s “Hauling Biosolids” laminated cards (Appendix A). Drivers shall understand and abide by all information contained in it, be familiar with Biosolids, and provide this informational booklet to onsite emergency responders if an incident occurs during transportation, especially to communicate that Biosolids are non-hazardous. Laminated cards are available to drivers at OC San’s truck loading facilities. 3.8.9 OC San requires the Contractor’s participation in our commitment to being a good neighbor and preventing/minimizing noise and odors. Below is a summary of some of the requirements, but please refer to Appendix A for all requirements: 3.8.9.1 OC San requires that Contractor’s drivers travel with tarps secured at all times to minimize odors. 3.8.9.2 Contractor is responsible to provide drivers access to facilities necessary to ensure trucks are clean. OC San will not provide a truck washing facility. 3.8.9.3 No jake-breaking or other noise nuisance between 7pm and 7am. 3.8.9.4 Contractor shall utilize staging areas and trucking route(s) with least impact to sensitive receptors within the public. The route(s), staging areas, and contingency routes in case of closures shall be included in the Hauling Plan submittal. 3.8.10 Trailers shall be capable of receiving biosolids from an overhead hopper loading system (See Appendix A). 3.8.11 OC San’s loading facilities are capable of accommodating trailers that are up to 60 ft in length, 8 ft in width, and 10 ft in height. Truck and trailer height/clearance must be less than 12 ft for Plant 1 and less than 13.5 ft for Plant 2. Trailers must be able to load and haul a minimum of 20 tons of biosolids. 3.8.12 Trailers shall have tall sides (about 8 ft high) so as to allow the driver to tarp the truck inside the loading facility, with the doors closed and without having to adjust the load since the biosolids may initially pile high in one area. 3.8.13 Trailers equipped with an automatic tarping mechanism are preferred (not required) to allow the driver to tarp the truck inside the truck loading facility before the odor-control doors are opened. The tarping mechanism must be able to tarp the truck within the loading facilities’ maximum clearance height of twelve (12) feet. Drivers will be allowed to exit the cab of the truck for tarping once the OC San Operator signals the all-clear after biosolids have completed loading. 3.8.14 Trailers shall be watertight. 3.8.15 Trailers shall have baffles or splashguards 18-24 inches on front, which must be completely welded or bolted and sealed. 3.8.16 Trailers shall be equipped with manual locking devices as to prevent releases from hydraulic system failures. See BCR (Appendix A) for examples of such manual locking devices. 3.8.17 Trailers shall be single trailers due to OC San’s unique alignment of loading chutes at Plant No. 1 that makes it unsafe to move double trailers back and forth with the odor-control doors closed. This requirement does not apply to Plant No. 2. 3.8.18 Trailers shall be clearly marked with a unique ID, which shall be visible and distinguishable. EXHIBIT A Page 9 of 17 Specification No. S-2024-624BD 3.8.19 Contractor shall conform with OC San Biosolids Response & Recovery Plan (Appendix A). The Contractor shall notify OC San Control Center (714-593-7025) within 30 minutes of accidents and spills during transportation and email an incident report within 48-hours (see Section 7.6). 3.9 OC San Scale and DataBridge Systems 3.9.1 New Driver and New Trailer Approval forms are required for each driver and trailer in order to register them in OC San’s scale software prior to arrival at OC San. 3.9.1.1 Hauling dispatchers are required to email the form at least two (2) business days before the drivers’ or trailers’ initial visit to OC San. 3.9.1.2 Dispatchers and drivers are certifying that they understand and conform with requirements contained in the Pre-Loading Trailer Inspection Guidelines, Safety Equipment Inspection Guidelines, Biosolids Response and Recovery Procedures, OC San Hauling Biosolids laminated cards, and BCR. 3.9.2 OC San’s DataBridge System is a software application that is used for tracking OC San’s Biosolids loads to ensure accurate compliance reporting (see Appendix A). 3.9.3 OC San staff will review and reconcile tickets in DataBridge, using field tickets and logs. 3.9.3.1 The Contractor will receive an excel data spreadsheet of all the tickets on a frequent basis, such as every two weeks or monthly, where they are required to validate the data for each ticket including the destination and net tons for each load shipped. 3.9.3.2 Invoicing shall reflect data in DataBridge. Any incorrect or missing tickets will be identified during the ticket approval process. The Contractor shall communicate any ticket discrepancies as soon as possible to OC San. 3.9.3.3 These requirements transfer to any new or equivalent systems or processes implemented in the future. 3.10 Permits, Compliance, and Records 3.10.1 Contractor shall hold and maintain all valid federal, state, and local permits, licenses, and other approved legally required documentation to haul and transport biosolids. 3.10.2 Contractor shall submit all regulatory documents as part of its Biosolids Hauling Plan in its Contract. 3.10.3 Renewal of these documents shall be provided to OC San upon issuance and shall be available at the site. 3.10.4 The Contractor shall demonstrate compliance with all federal, state, and local regulatory standards (see Section 7 Deliverables). 3.10.5 Contractor shall include cost for permits and any incidentals in cost to haul to all facilities listed on the Bid Price Form, Exhibit B. Use of these alternative locations will typically be on an emergency basis, so costs may be higher than routine hauls. 3.10.6 Contractor shall submit copies of ALL reports submitted by the Contractor to regulators and any other reports required by OC San in accordance with Section 7 Deliverables. 3.10.7 Contractor shall notify OC San of any regulatory changes affecting hauling as soon as possible. The notification shall include how the changes impact hauling and the Contractor’s plan for addressing the changes. Contractor shall provide a EXHIBIT A Page 10 of 17 Specification No. S-2024-624BD copy of any regulatory requirement changes, reports, and correspondence as described in Section 7 Deliverables. 3.10.8 The Contractor shall report any violations or investigations to the appropriate authority immediately, as well as to OC San, within 24-hours with a follow-up incident report as referenced in Section 7 Deliverables. 3.10.9 Contractor shall submit all annual biosolids compliance data as requested for OC San’s annual biosolids compliance report and shall conform to reporting formats specified by OC San, including electronic reporting in January, for OC San to submit timely reports by the February 19th deadline (Appendix A). 3.10.10 Contractor shall maintain, document, and copy OC San on all compliance and any non-compliances with all federal, state, and local regulations. OC San reserves the right to contact the Contractor’s regulators. 3.10.11 OC San may require additional supplemental reports, data, or plans as needed. 3.11 Contractor Performance 3.11.1 OC San reserves the right to withhold loads for any reason, including but not limited to: 3.11.1.1.1 Contractor not meeting any elements of the Scope of Work or Contract requirements. 3.11.1.1.2 Contractor not adequately addressing neighbor complaints, potential onsite nuisances, or any other concern documented in an inspection. 3.11.1.1.3 Contractor not conforming to the BCR document (Appendix A). OC San periodically updates and reissues this document to Contractor. 3.11.1.1.4 Contractor’s Subcontractor(s) not meeting or conforming to any one of the requirements, which are the responsibility of the Contractor to ensure conformance. 3.11.2 Repeated issues with performance can be grounds for termination of the Contract. 3.12 Conformance with OC San’s Biosolids Management System 3.12.1 OC San’s biosolids management system includes requirements for the Contractor, most of which are incorporated into this Scope of Work and Appendix A. Additional requirements include, but are not limited to, participation in audits and corrective and preventive actions, hauling inspections, review meetings, and potential additional reporting requirements. 3.12.2 Changes in requirements are included in updated BCRs that are posted to www.ocsan.gov/bcr. 3.13 Cost Adjustments 3.13.1 Due to the volatility of diesel fuel prices, OC San has issued contracts for biosolids management that include fuel adjustments that reflect the variability of diesel prices. 3.13.2 As shown on the Bid Price Form in Exhibit B, the fuel adjustment is based on a formula provided by OC San, which requires Contractor to provide a specific “Multiplier”. Among other variables, the multiplier typically considers distance and fuel efficiency of vehicles. 3.13.3 The Multiplier provided is multiplied by the difference in average diesel cost per gallon in the previous month in California minus $5.216, which is the base diesel EXHIBIT A Page 11 of 17 Specification No. S-2024-624BD fuel price per gallon in California for April 2024 (U.S. Energy Information Administration). 3.13.4 The fuel adjustment Multiplier will be included in the evaluation of overall cost. 3.13.5 OC San shall pay a fuel surcharge once per month based on the previous month’s average pricing provided by the Department of Energy. 3.13.6 The fuel surcharge will only apply if the result of the calculation is greater than $0.25. 3.13.7 The Contractor shall include the monthly fuel adjustment (credit or debit) on the monthly invoice. 3.13.8 Since the Consumer Price Index (CPI) accounts for the fuel and maintenance costs, which consists of approximately 10% of the CPI, the Contractor may request up to 90% of the CPI a djustment each year following the effective date of the Notice to Proceed in accordance with Contract terms. 3.14 Back Charge 3.14.1 Contractor shall reimburse OC San for any costs, fines, and/or corrective actions taken due to Contractor’s non-performance. This may include costs incurred by OC San due to failure of the Contractor to accept and remove the agreed upon volume of biosolids from the plants, onsite truck leaks, or due to biosolids releases (spills). OC San reserves the right to offset any funds paid out on behalf of the Contractor from invoiced amounts payable to the Contractor. 3.14.2 Contractor shall reimburse OC San for any property damage caused by Contractor or Subcontractors. 3.15 Coordination 3.15.1 Contractor shall participate in OC San-required conference calls or Microsoft Teams (or current OC San software) meetings to review performance, issues, upcoming projects, and generally ensure effective communications coordination between OC San and Contractor at no cost to OC San (see Appendix A). 4 Resources Available OC San will provide all the necessary infrastructure and ancillary equipment for biosolids loading conducted at Reclamation Plant No. 1 and Treatment Plant No. 2. Contractor is otherwise responsible for all equipment, instrumentation, and supplies and all associated costs required for receiving and hauling biosolids. Contractor is responsible for providing personal protective equipment for its work force. The safety equipment shall meet or exceed OC San’s safety standards. Office facilities for Contractor’s workforce are the responsibility of Contractor. Conference call meetings involving dial-in services are the responsibility of Contractor. In close coordination with assigned OC San staff, the Contractor is responsible for requesting from OC San the needed information necessary for performing their contractual obligation. OC San will provide all available information to assist the Contractor in performing the work elements as described above. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement will be paid by Contractor. EXHIBIT A Page 12 of 17 Specification No. S-2024-624BD 5 Project Schedule Milestones/Timeline Deadline (Weeks from Notice to Proceed Date) Kick-Off Meeting 5 working days from Notice to Proceed Scope of Work for Implementation Phase 15 working days from kick-off meeting Report (PDF, Microsoft Excel, etc.) Monthly, Annually Meeting to discuss lessons learned As Needed Work and meetings involving OC San staff shall take place Monday through Thursday, between the hours of 7:00 A.M. to 3:00 P.M. 6 Project Management Project management includes Contractor’s attendance at a kick-off/safety meeting, written monthly updates, and planning for, coordination of, and attendance of quarterly project coordination meetings. Contractor will also be responsible for notifying any regulatory agencies and OC San of permit conditions, non-compliance (violation) events, etc. to the AZDEQ and/or SWRCB, upon approval by OC San. At the kick-off meeting, Contractor shall provide a list of personnel that will be hauling biosolids and the key personnel not limited to dispatcher and management team. Contractor shall not reassign the key project personnel without prior approval of OC San. However, OC San may request reassignment of any of Contractor’s personnel, based on the adequacy of performance. 6.1 Project Kick-Off Meeting Within five (5) business days of receiving the Notice-to-Proceed, Contractor shall schedule, attend, and lead a project kick-off meeting with OC San’s Environmental Services staff at OC San’s Administrative Office or through an alternative method as directed by OC San. The Contractor shall be available to attend follow-up meetings and/or conference calls as deemed necessary by OC San. 6.2 Project Coordination Conferences Contractor shall provide written monthly updates on the status of the project to OC San’s Project Manager. Furthermore, Contractor shall coordinate meetings with the OC San’s Project Manager as outlined in the Project Schedule in Section 5 above. At a minimum, these meetings shall be attended by OC San’s Project Manager and Contractor’s Project Manager. The primary purpose of the meetings shall be to review the Contractor’s Project Manager’s report regarding completion of milestones and the status of the project scope, schedule, budget, as well as any issues which may affect completion of the project. However, additional items may be added to the agenda at OC San’s and/or Contractor’s request, upon agreement of the respective Project Managers. Progress reports should be submitted to OC San for review one week prior to the corresponding project status meetings. Additional meetings may be scheduled on an as-needed basis as deemed necessary by OC San and Contractor’s respective EXHIBIT A Page 13 of 17 Specification No. S-2024-624BD Project Managers. Contractor shall schedule, attend, and lead progress meeting at OC San’s Administrative Office or through an alternative method as directed by OC San. 7 Deliverables 7.1 The Contractor shall provide biosolids hauling services that requires removal or acceptance of the transportation of biosolids from OC San’s Reclamation Plant No. 1 or Treatment Plant No. 2 or both, for quantities as determined and directed by OC San as described above. 7.2 The Contractor shall submit a Biosolids Hauling Plan as part of the submittal package to demonstrate conformance with Appendix A. 7.3 The Contractor shall submit the following information to the OC San Project Manager at least 30-days prior to proceeding with the work under this Contract: 7.3.1 The Training Checklist for hauling that ensures the Contractor’s dispatcher has trained staff on OC San requirements at least 30-days prior to the commencement of work. 7.3.2 Names and emails for staff that will need access to OC San’s DataBridge System. 7.3.3 A list of driver names and trailer numbers that will be used to haul the material. 7.3.4 OC San New Driver and New Trailer Approval forms completed and submitted by the hauling dispatcher (Appendix A). 7.3.5 Certificate of Reported Compliance for any fleet hauling material, including subcontractors, as required per the Heavy-Duty Inspection and Maintenance (HD I/M) Regulation within 30 days of the Regulation’s effective date. 7.3.6 Proof of fleet compliance with the Truck and Bus Regulation. 7.4 BCR Updates: The Contractor shall meet requirements for reporting in the current version of the BCR (Appendix A), which is updated periodically. Updated versions and requirements are posted to www.ocsan.gov/bcr and contractors are notified when updated versions are made available. The Contractor shall download and conform to future updates. 7.5 Monthly Reports: The Contractor shall meet reporting requirements in the BCR. The Contractor shall email a monthly report by the 15th of each month to the OC San Project Manager for the previous month’s activities. The monthly report shall include: 7.5.1 Statement affirming that the Contractor was in compliance with all regulations and requirements, while explaining any exceptions with relevant back-up included. 7.5.2 Copies of all letters and reports submitted to regulatory agencies. 7.5.3 Copies of all regulatory inspection reports. 7.5.4 Copies of renewed or updated permits or regulatory requirements originally submitted as part of the Biosolids Hauling Plan. 7.5.5 Changes to the Biosolids Hauling Plan that was submitted as part of the original Work Plan or later revisions thereof. 7.5.6 Updated driver list (quarterly). 7.5.7 Distribution to each facility (volumes or tonnages to each facility). 7.5.8 Contractor shall document and provide to OC San a report of all public participation, proactive outreach, and communication. 7.6 Contractor Notifications and Incident Reports to OC San 7.6.1 In conformance with the requirements set forth above and the requirements in the BCR (Appendix A), the Contractor shall notify OC San of the following and provide a corresponding incident report within 48-hours. EXHIBIT A Page 14 of 17 Specification No. S-2024-624BD 7.6.1.1 Within 30 minutes of any traffic incident or biosolids released during transportation, Contractor shall notify OC San’s 24-hour Control Center (714-593-7025). 7.6.2 Within 24 hours of any: 7.6.2.1 Incident of non-compliance including notices of violation 7.6.2.2 Complaint received 7.6.2.3 Public or media questions received 7.6.2.4 Regulatory inspection 7.6.2.5 Verbal notification from regulator that an Area of Concern, Violation, or other notice of regulatory non-compliance may be received in the future. 7.6.2.6 Receipt of regulatory non-compliance or Areas of Concern or any other action taken by an enforcement agency regarding non-compliance with permit provisions or general applicable regulatory standards (provide OC San a copy of the regulatory document with notification). 7.6.2.7 Discovery of a regulatory non-compliance for which the Contractor will be notifying the regulatory agency. 7.6.2.8 Accidents or health and safety incidents related to biosolids hauling, processing, or marketing/reuse. 7.6.2.9 Product batches that do not meet specifications. 7.6.2.10 Regulatory-defined “Special Occurrences” on-site 7.6.2.11 Regulatory inspection report received. 7.6.2.12 Critical equipment breakdowns and corrective and preventive actions. 7.6.2.13 Significant changes (including temporary and interim changes) to processes, input, outputs, and markets. 7.6.3 Incident reports shall include the information regarding the incident, which regulatory requirements are impacted (if any), regulatory notifications made (if any), the Contractor’s response, root cause analysis, detailed corrective and preventive actions, and pictures when appropriate. The Contractor shall take corrective and preventive actions to address root causes. 7.6.4 The Contractor shall notify OC San of maintenance shutdowns by Wednesday of the preceding week in order for OC San to properly schedule loads for the week of the shutdown. 7.6.5 In the event of any process interruption after biosolids are received at the biosolids management sites, Contractor shall notify OC San as soon as possible, but within 24 hours. OC San will likely discontinue loads until the process is restored. 7.6.6 In response to OC San inspection findings, the Contractor shall provide OC San within five (5) business days a written incident report including root cause analysis and detailed corrective and preventive action plans. The Contractor shall take corrective and preventive actions to address root causes of OC San findings, especially when issues could result in nuisance complaints or compliance concerns. 8 Safety & Hazardous Materials Safety is the top priority at OC San. The CONTRACTOR shall attend a Contractor Safety Orientation (CSO) meeting prior to the start of work. The CSO is an OC San safety orientation conducted between OC San’s Risk Management Division (safety and health) and the Contractor. Participation in this instruction is mandatory. This orientation does not replace any safety measures described in the Request for Proposals. Consultant shall include in its proposal at least one-hour dedicated to safety onboarding prior to conducting any work. The Contractor and any Subcontractor shall follow all state, federal, and local safety standards. Failure to do so could result in removal and permanent suspension from OC San’s property. EXHIBIT A Page 15 of 17 Specification No. S-2024-624BD In addition, the Contractor will follow all OC San and management facility safety guidelines established for guests, contractors, and vendors at the time this Agreement is executed. In addition, OC San will have the right to modify the way the training is delivered if it is not able to be done in person due to extraordinary circumstances such as COVID-19, including but not limited to recorded or live virtual training. Please review the latest OC San, Centers for Disease Control and Prevention (CDC), California Department of Public Health (CDPH), and Orange County Health Care Agency (OCHCA) COVID-19 guidelines in order to be informed on the most current safety requirements. OC San reserves the right to stop work at no cost to OC San if there is an imminent safety hazard caused by the Contractor or any of its Subcontractor(s). If work is stopped due to imminent safety hazards caused by the Contractor, no stand-by pay will be paid by OC San. 8.1 Job Hazard Analysis The Contractor shall develop and maintain a Site-Specific Safety Program for the worksite, in accordance with OC San Construction Safety Standards. The Plan shall include a description of the work to be performed, highlighting the hazard analysis for each general site condition(s) and specific work task(s), as follows: • Identification of the Contractor’s management, supervision, competent, and qualified persons • Identification of precautions to be implemented • Decision logic for the utilization of personal protective equipment • Site access control, including security measures • Emergency response plan • Incident reporting methodology • Safety Data Sheet inventory list; all Cal/OSHA recognized carcinogens or reproductive hazardous materials shall be denoted and highlighted on the inventory list • Training and certification documentation • Communication methodology • The Drug Free Workplace program if not included in the Injury and Illness Prevention Program • Measures to mitigate public exposure to hazards as applicable • The Contractor shall submit its Site-Specific Safety Program to OC San for review no later than fifteen (15) days after the effective date of the Notice to Proceed and prior to commencing work 8.2 Contractor shall be aware of the use of bleach, hydrogen peroxide, ferric chloride, acid and caustic soda and the potential presence of hazardous gases in and around the plants. 8.3 There are various alarm systems installed to alert employees of possible hazardous conditions. The Contractor shall instruct its employees of these dangers and that they shall evacuate the area, including tunnels, immediately should an emergency situation occur. 8.4 Contractor is advised that digesters are classified as Class 1, Division 1, Hazardous Areas both inside and to a distance of five (5) feet beyond all the exterior walls and roof, and to a distance of ten (10) feet beyond all existing gas handling equipment. 8.5 Contractor shall take all necessary safety precautions required to meet all safety requirements for work in areas as designated above, at no additional cost to OC San. EXHIBIT A Page 16 of 17 Specification No. S-2024-624BD 8.6 Contractor is cautioned that the tunnels with digester gas piping are Class 1, Division 2 areas. 8.7 All Contractor employees shall wear hard hats, safety vests, safety toed shoes, safety glasses, and appropriate protective equipment while on OC San plant sites. 8.8 Contractor shall carry and use a 4-gas monitor at all times when on the plant site. The 4-gas monitor shall detect carbon monoxide, oxygen, hydrogen sulfide, and lower explosive limits. 8.9 Contractor is responsible for every aspect of health and safety on the worksite, including the health and safety of Subcontractors, suppliers, and other persons on the worksite. 8.10 Contractor shall notify OC San Project Manager of near misses or injuries within 24 hours. Contractor shall transmit to the OC San Project Manager written investigations of accidents and injuries encountered during work within five (5) business days. 9 Contract Management Invoices: The Contractor shall generate a separate invoice for each plant after the end of each month and the Contractor shall submit the following documentation for each of the previous month’s loads hauled from OC San as back-up for the electronic invoice. Monthly billing invoices shall match tonnages contained in OC San’s records, unless an alternative method is approved by OC San. The invoices shall be emailed to the OC San Project Manager and OC San Accounts Payable (APStaff@ocsan.gov). 9.1.1 Date 9.1.2 Trailer identification number 9.1.3 OC San weight ticket number 9.1.4 Net wet tons contained in each trailer 9.1.5 Total daily tons hauled to the facility(ies) from OC San 9.1.6 Total monthly tons hauled to the facility(ies) from OC San 9.1.7 Total number of loads hauled to the facility(ies) from OC San OC San reserves the right to withhold payment if incomplete or incorrect information is provided with invoices or monthly reports. 10 Staff Assistance The Contractor will be assigned a single point of contact on this project. Any meetings and/or correspondence related to this project shall be scheduled and approved by the Project Manager. 11 Safety and Health Requirements The Contractor and any Subcontractors shall comply with all applicable provisions of the OC San Contractor Safety Standards, Federal OSHA, California OSHA, and Local regulations, whichever is most stringent. 11.1 Injury and Illness Prevention Program The Contractor shall submit a copy of their written Injury and Illness Prevention Program (IIPP). The IIPP must address responsibility, compliance, communication, hazard assessment, incident investigation, hazard correction, and training as required by Title 8, California Code of Regulations, Section 3203. EXHIBIT A Page 17 of 17 Specification No. S-2024-624BD 11.2 Contractor Safety Orientation The Contractor shall attend a CSO meeting prior to the start of work. The CSO is a Sanitation District safety orientation conducted between the Risk Management Division (safety and health) and the Contractor. The CSO is conducted once per year or as job conditions or scope of work changes. The Contractor shall participate in these meetings by providing work plans and other requested safety deliverables described below. 11.3 Fall Protection Fall protection will be required if drivers must climb above 4’ to tarp trailers. 11.4 Training Records Contractor shall submit copies of its employee trainings records to Risk Management for retention. 11.5 PPE Contractor in process areas shall wear Level D personal protective equipment (PPE), which includes hard-toe work boots, safety glasses, hard hats, high-visibility safety vests, long pants, sleeved shirts, gloves, and hearing protection (as needed). OPERATIONS COMMITTEE Agenda Report Headquarters Building 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2023-2987 Agenda Date:11/6/2024 Agenda Item No:9. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO.2,CONTRACT NO. P2-128A AS PART OF DIGESTER REPLACEMENT AT PLANT NO. 2, PROJECT NO. P2-128 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for South Perimeter Wall and Soil Improvements at Plant No. 2, Contract No. P2-128A; B. Accept the formal bid withdrawal request received on September 5, 2024, from the initial lowest bidder, Steve P. Rados, Inc. and receive and file the response to request; C. Award a Construction Contract Agreement to Ames Construction, Inc., for South Perimeter Wall and Soil Improvements at Plant No. 2, Contract No. P2-128A as part of Digester Replacement at Plant No. 2, Project No. P2-128, for a total amount not to exceed $25,270,000; and D. Approve a contingency of $2,527,000 (10%). BACKGROUND The Orange County Sanitation District (OC San)Plant No.2 is protected by an existing chain link fence along the south side of the plant,adjacent to the Talbert Marsh.The 2019 Climate Resiliency Plan identified a need for a new perimeter wall to protect the plant from future flooding,tsunami,and sea level rise threats.In addition,in 2019 the Seismic Evaluation of Structures at Plant Nos.1 and 2 identified lateral spread as a concern,where soil can slide into the Talbert Marsh during a seismic event.Finally,to better secure our facilities,OC San developed new security standards that includes perimeter wall lighting and camera upgrades. RELEVANT STANDARDS ·Comply with California Public Contract Code Section 20103.8,award construction contract to lowest responsive, responsible bidder ·Protect OC San assets Orange County Sanitation District Printed on 10/29/2024Page 1 of 3 powered by Legistar™ File #:2023-2987 Agenda Date:11/6/2024 Agenda Item No:9. PROBLEM The existing fence along the south side of Plant No.2 will not protect the facilities from lateral spread or climate threats and does not meet OC San’s security requirements. PROPOSED SOLUTION Award a Construction Contract Agreement to replace the perimeter chain link fence along the Talbert Marsh with a cast-in-place concrete wall and engineered footing system. TIMING CONCERNS The construction area of this wall overlaps with the construction area of the future Digester Replacement,Project No.P2-128.The digester replacement may be delayed if the construction of this wall is not finished. RAMIFICATIONS OF NOT TAKING ACTION The wall will not provide the protection required by OC San’s Climate Resilience plan and will not provide the required site security.The area will also remain subject to lateral spread in a seismic event. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION OC San advertised Project No.P2-128A for bids on July 3,2024,and seven sealed bids were received on August 28, 2024. A summary of the bid opening follows: Engineer’s Estimate $26,000,000 Bidder Amount of Bid Steve P. Rados, Inc.$23,680,000 Ames Construction, Inc.$25,270,000 J.F. Shea Construction, Inc.$28,314,000 Kiewit Infrastructure West Co.$30,427,000 Shimmick Construction Company Inc.$30,995,000 Myers & Sons Construction LLC $34,730,000 Reyes Construction, Inc.$36,372,400 On September 5,2024,the apparent low bidder,Steve P.Rados,Inc.(Rados)submitted a letter requesting to withdraw its bid and return of its bid security due to clerical error,pursuant to Public Contract Code section 5100 et seq.After consultation with OC San Counsel,Rados was informed that a recommendation would be made to the Board of Directors to approve Rados’request to withdraw its Bid and for the return of its Bid Bond. The next two low bidders were evaluated in accordance with the OC San’s policies and procedures.Orange County Sanitation District Printed on 10/29/2024Page 2 of 3 powered by Legistar™ File #:2023-2987 Agenda Date:11/6/2024 Agenda Item No:9. The next two low bidders were evaluated in accordance with the OC San’s policies and procedures. A notice was sent to all bidders informing them of the intent of OC San staff to recommend award of the Construction Contract Agreement to Ames Construction, Inc. Staff recommends awarding a Construction Contract Agreement to the lowest responsive and responsible bidder, Ames Construction, Inc., for a total amount not to exceed $25,270,000. CEQA The project is included in the Addendum to the Final Program Environmental Impact Report for Biosolids Master Plan, State Clearinghouse No. 2017071026. FINANCIAL CONSIDERATIONS This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 8,Page 70,Digester Replacement at Plant No. 2, Project No. P2-128) and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·P2-128A Formal bid withdrawal request - Steve P. Rados ·P2-128A Formal bid withdrawal request - OC San's Response to Steve P. Rados ·Construction Contract Agreement ·Presentation SN:lb Orange County Sanitation District Printed on 10/29/2024Page 3 of 3 powered by Legistar™ 1 Phongmekhin, Yai From:Construction Sent:Wednesday, October 2, 2024 7:53 AM To:Noe Guerrero Cc:Jan Sherman; Steve S. Rados; Jeff Peel; Construction Subject:RE: EXTERNAL: P2-128A South Perimeter Wall and Soil Improvements at Plant No. 2 Good morning Noe, After reviewing and evaluating the bid withdrawal letter from Steve P. Rados, Inc. (Rados) for Project No. P2-128A attached to your email below, the Orange County Sanitation District StaƯ plans to make a recommendation to the Board of Directors to approve Rados’ request to withdraw its Bid and for the return of its Bid Bond. If the recommendation is approved by the Board of Directors, Rados’ Bid Bond will be returned as specified in the Instructions to Bidders. Let us know if you have any questions. Thank you. From: Noe Guerrero <nguerrero@rados.com> Sent: Thursday, September 5, 2024 10:02 AM To: Construction <Construction@ocsan.gov> Cc: Jan Sherman <jsherman@rados.com>; Steve S. Rados <ssrados@rados.com>; Jeff Peel <jpeel@rados.com> Subject: EXTERNAL: P2-128A South Perimeter Wall and Soil Improvements at Plant No. 2 Warning: This email originated from outside OC San. Do not click links or open attachments unless you recognize the sender and are expecting the message. Dear Digna Olmos, Please see the aƩached leƩer regarding a declaraƟon of error in our bid. Regards, Noé Guerrero, P.E. Chief Estimator - Southern California Steve P. Rados, Inc. 2002 E. McFadden Ave #200 Santa Ana, CA 92705 P.O. Box 15128 Santa Ana, CA 92735 714-835-4612 714-835-2186 fax nguerrero@rados.com Please submit quotes to bid@rados.com. C-CA-071223 PART A CONTRACT AGREEMENT C-CA-071223 TABLE OF CONTENTS CONTRACT AGREEMENT SECTION – 1 GENERAL ....................................................................................... 1 SECTION – 2 MATERIALS AND LABOR ................................................................ 4 SECTION – 3 PROJECT ........................................................................................ 5 SECTION – 4 PLANS AND SPECIFICATIONS ....................................................... 5 SECTION – 5 TIME OF COMMENCEMENT AND COMPLETION .......................... 5 SECTION – 6 TIME IS OF THE ESSENCE ............................................................ 5 SECTION – 7 EXCUSABLE DELAYS ..................................................................... 6 SECTION – 8 EXTRA WORK ................................................................................. 6 SECTION – 9 CHANGES IN PROJECT.................................................................. 7 SECTION – 10 LIQUIDATED DAMAGES FOR DELAY ............................................ 7 SECTION – 11 CONTRACT PRICE AND METHOD OF PAYMENT ......................... 8 SECTION – 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS ........................................................................................... 10 SECTION – 13 COMPLETION ................................................................................ 10 SECTION – 14 CONTRACTOR’S EMPLOYEES COMPENSATION ....................... 10 SECTION – 15 SURETY BONDS ........................................................................... 12 SECTION – 16 INSURANCE .................................................................................. 13 SECTION – 17 RISK AND INDEMNIFICATION ...................................................... 22 SECTION – 18 TERMINATION ............................................................................... 22 SECTION – 19 WARRANTY ................................................................................... 23 SECTION – 20 ASSIGNMENT ................................................................................ 24 SECTION – 21 RESOLUTION OF DISPUTES........................................................ 24 SECTION – 22 SAFETY & HEALTH ....................................................................... 24 SECTION – 23 NOTICES ....................................................................................... 24 C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 1 of 26 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Part of PROJECT NO. P2-128, DIGESTER REPLACEMENT AT PLANT NO. 2 THIS AGREEMENT is made and entered into, to be effective, this November 20, 2024, by and between Ames Construction, Inc., hereinafter referred to as “CONTRACTOR” and the Orange County Sanitation District, hereinafter referred to as “OC SAN”. WITNESSETH That for and in consideration of the promises and agreements hereinafter made and exchanged, OC SAN and CONTRACTOR agree as follows: SECTION – 1 GENERAL CONTRACTOR certifies and agrees that all the terms, conditions and obligations of the Contract Documents as hereinafter defined, the location of the job site, and the conditions under which the Work is to be performed have been thoroughly reviewed, and enters into this Contract based upon CONTRACTOR’s investigation of all such matters and is in no way relying upon any opinions or representations of OC SAN. It is agreed that this Contract represents the entire agreement. It is further agreed that the Contract Documents are each incorporated into this Contract by reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its Subcontractors, if any, will be and are bound by any and all of said Contract Documents insofar as they relate in any part or in any way, directly or indirectly, to the Work covered by this Contract. C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 2 of 26 A. Contract Documents Order of Precedence “Contract Documents” refers to those documents identified in the definition of “Contract Documents” in the General Conditions, “Definitions”. 1. In the event of a conflict between one Contract Document and any of the other Contract Documents, the provisions in the document highest in precedence shall be controlling. The order of precedence of the Contract Documents is as follows: a. Supplemental Agreements – the last in time being the first in precedence b. Addenda issued prior to the date for submittal of Bids – the last in time being the first in precedence c. Contract Agreement d. Permits and other regulatory requirements e. Special Provisions f. General Conditions (GC) g. Notice Inviting Bids and Instruction to Bidders h. Geotechnical Baseline Report (GBR), Geotechnical Data Report, Hydrogeologic Data Report, if attached as a Contract Document i. Plans and Specifications – in these documents the order of precedence shall be: i. Specifications (Divisions 01-17) ii. Plans iii. General Requirements (GR) iv. Standard Drawings and Typical Details j. CONTRACTOR’s Bid 2. In the event of a conflict between terms within an individual Contract Document, the conflict shall be resolved by applying the following principles as appears applicable: C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 3 of 26 a. Figured dimensions on the Contract Documents shall govern. Dimensions not specified shall be as directed by the ENGINEER. Details not shown or specified shall be the same as similar parts that are shown or specified, or as directed. Full-size details shall take precedence over scale Drawings as to shape and details of construction. Specifications shall govern as to material and workmanship. b. The Contract Documents calling for the higher quality material or workmanship shall prevail. Materials or Work described in words, which so applied, have a well-known technical or trade meaning shall be deemed to refer to such recognized standards. In the event of any discrepancy between any Drawings and the figures thereon, the figures shall be taken as correct. c. Scale Drawings, full-size details, and Specifications are intended to be fully complementary and to agree. Should any discrepancy between Contract Documents come to the CONTRACTOR’s attention, or should an error occur in the efforts of others, which affect the Work, the CONTRACTOR shall notify the ENGINEER, in writing, at once. In the event any doubts or questions arise with respect to the true meaning of the Contract Documents, reference shall be made to the ENGINEER whose written decision shall be final. If the CONTRACTOR proceeds with the Work affected without written instructions from the ENGINEER, the CONTRACTOR shall be fully responsible for any resultant damage or defect. d. Anything mentioned in the Specifications and not indicated in the Plans, or indicated in the Plans and not mentioned in the Specifications, shall be of like effect as if indicated and mentioned in both. In case of discrepancy in the Plans or Specifications, the matter shall be immediately submitted to OC SAN’s C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 4 of 26 ENGINEER, without whose decision CONTRACTOR shall not adjust said discrepancy save only at CONTRACTOR’s own risk and expense. The decision of the ENGINEER shall be final. In all matters relating to the acceptability of material, machinery or plant equipment; classifications of material or Work; the proper execution, progress or sequence of the Work; and quantities interpretation of the Contract Documents, the decision of the ENGINEER shall be final and binding, and shall be a condition precedent to any payment under the Contract, unless otherwise ordered by the Board of Directors. B. Definitions Capitalized terms used in this Contract are defined in the General Conditions, “Definitions”. Additional terms may be defined in the Special Provisions. SECTION – 2 MATERIALS AND LABOR CONTRACTOR shall furnish, under the conditions expressed in the Plans and Specifications, at CONTRACTOR’S own expense, all labor and materials necessary, except such as are mentioned in the Specifications to be furnished by OC SAN, to construct and complete the Project, in good workmanlike and substantial order. If CONTRACTOR fails to pay for labor or materials when due, OC SAN may settle such claims by making demand upon the Surety to this Contract. In the event of the failure or refusal of the Surety to satisfy said claims, OC SAN may settle them directly and deduct the amount of payments from the Contract Price and any amounts due to CONTRACTOR. In the event OC SAN receives a stop payment notice from any laborer or material supplier alleging non-payment by CONTRACTOR, OC SAN shall be entitled to deduct all of its costs and expenses incurred relating thereto, including but not limited to administrative and legal fees. C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 5 of 26 SECTION – 3 PROJECT The Project is described as: CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 SECTION – 4 PLANS AND SPECIFICATIONS The Work to be done is shown in a set of Plans and Specifications entitled: CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Said Plans and Specifications and any revision, amendments and addenda thereto are attached hereto and incorporated herein as part of this Contract and referred to by reference. SECTION – 5 TIME OF COMMENCEMENT AND COMPLETION CONTRACTOR agrees to commence the Project within 15 calendar days from the date set forth in the “Notice to Proceed” sent by OC SAN, unless otherwise specified therein and shall diligently prosecute the Work to completion within nine hundred eighty one (981) calendar days from the date of the “Notice to Proceed” issued by OC SAN, excluding delays caused or authorized by OC SAN as set forth in Sections 7, 8, and 9 hereof, and applicable provisions in the General Conditions. The time for completion includes thirty (30) calendar days determined by OC SAN likely to be inclement weather when CONTRACTOR will be unable to work. In addition, CONTRACTOR shall accomplish such milestones within the periods of performance set forth in Appendix A of the Special Provisions entitled “Work Completion Schedule.” SECTION – 6 TIME IS OF THE ESSENCE Time is of the essence of this Contract. As required by the Contract Documents, CONTRACTOR shall prepare and obtain approval of all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of CONTRACTOR’s Work in conformance with an approved construction progress schedule. CONTRACTOR shall C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 6 of 26 coordinate the Work covered by this Contract with that of all other contractors, subcontractors and of OC SAN, in a manner that will facilitate the efficient completion of the entire Work and accomplish the required milestone(s), if any, by the applicable deadline(s) in accordance with Section 5 herein. OC SAN shall have the right to assert complete control of the premises on which the Work is to be performed and shall have the right to decide the time or order in which the various portions of the Work shall be installed or the priority of the work of subcontractors, and, in general, all matters representing the timely and orderly conduct of the Work of CONTRACTOR on the premises. SECTION – 7 EXCUSABLE DELAYS CONTRACTOR shall only be excused for any delay in the prosecution or completion of the Project as specifically provided in General Conditions, “Extension of Time for Delay”, and the General Requirements, “By CONTRACTOR or Others – Unknown Utilities during Contract Work”. Extensions of time and extra compensation arising from such excusable delays will be determined in accordance with the General Conditions, “Extension of Time for Delay” and “Contract Price Adjustments and Payments”, and extensions of time and extra compensation as a result of incurring undisclosed utilities will be determined in accordance with General Requirements, “By CONTRACTOR or Others – Unknown Utilities during Contract Work”. OC SAN’s decision will be conclusive on all parties to this Contract. SECTION – 8 EXTRA WORK The Contract Price as set forth in Section 11, includes compensation for all Work performed by CONTRACTOR, unless CONTRACTOR obtains a Change Order signed by a designated representative of OC SAN specifying the exact nature of the Extra Work and the amount of extra compensation to be paid all as more particularly set forth in Section 9 hereof and the General Conditions, “Request for Change (Changes at CONTRACTOR’s Request)”, “OWNER Initiated Changes”, and “Contract Price Adjustments and Payments”. C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 7 of 26 In the event a Change Order is issued by OC SAN pursuant to the Contract Documents, OC SAN shall extend the time fixed in Section 5 for completion of the Project by the number of days, if any, reasonably required for CONTRACTOR to perform the Extra Work, as determined by OC SAN’s ENGINEER. The decision of the ENGINEER shall be final. SECTION – 9 CHANGES IN PROJECT OC SAN may at any time, without notice to any Surety, by Change Order, make any changes in the Work within the general scope of the Contract Document, including but not limited to changes: 1. In the Specifications (including Drawings and designs); 2. In the time, method or manner of performance of the Work; 3. In OC SAN-furnished facilities, equipment, materials, services or site; or 4. Directing acceleration in the performance of the Work. No change of period of performance or Contract Price, or any other change in the Contract Documents, shall be binding until the Contract is modified by a fully executed Change Order. All Change Orders shall be issued in accordance with the requirements set forth in the General Conditions, “Request for Change (Changes at CONTRACTOR’s Request)” and “OWNER Initiated Changes”. SECTION – 10 LIQUIDATED DAMAGES FOR DELAY Liquidated Damages shall be payable in the amounts and upon the occurrence of such events or failure to meet such requirements or deadlines as provided in the Special Provisions, “Liquidated Damages and Incentives.” C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 8 of 26 SECTION – 11 CONTRACT PRICE AND METHOD OF PAYMENT A. OC SAN agrees to pay and the CONTRACTOR agrees to accept as full consideration for the faithful performance of this Contract, subject to any additions or deductions as provided in approved Change Orders, the sum of Twenty Five Million Two Hundred Seventy Thousand Dollars ($25,270,000) as itemized on the attached Exhibit “A”. Upon satisfaction of the conditions precedent to payment set forth in the General Requirements, Additional General Requirements, and General Conditions (including but not limited to Sections entitled “Mobilization Payment Requirements” and “Payment Itemized Breakdown of Contract Lump Sum Prices”), there shall be paid to the CONTRACTOR an initial Net Progress Payment for mobilization. OC SAN shall issue at the commencement of the job a schedule which shows: 1. A minimum of one payment to be made to the CONTRACTOR for each successive four (4) week period as the Work progresses, and 2. The due dates for the CONTRACTOR to submit requests for payment to meet the payment schedule. After the initial Net Progress Payment, and provided the CONTRACTOR submits the request for payment prior to the end of the day required to meet the payment schedule, the CONTRACTOR shall be paid a Net Progress Payment on the corresponding monthly payment date set forth in the schedule. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the ENGINEER, stating that the Work for which payment is demanded has been performed in accordance with the terms of the Contract Documents, and that the amount stated in the certificate is due under the terms of the Contract. Payment applications shall also be accompanied with all documentation, records, and C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 9 of 26 releases as required by the Contract; Exhibit A, Schedule of Prices; and General Conditions, “Payment for Work – General”. The Total amount of Progress Payments shall not exceed the actual value of the Work completed as certified by OC SAN’s ENGINEER. The processing of payments shall not be considered as an acceptance of any part of the Work. B. As used in this Section, the following defined terms shall have the following meanings: 1. “Net Progress Payment” means a sum equal to the Progress Payment less the Retention Amount and other qualified deductions (Liquidated Damages, stop payment notices, etc.). 2. “Progress Payment” means a sum equal to: a. the value of the actual Work completed since the commencement of the Work as determined by OC SAN; b. plus the value of material suitably stored at the worksite, treatment plant or approved storage yards subject to or under the control of OC SAN since the commencement of the Work as determined by OC SAN; c. less all previous Net Progress Payments; d. less all amounts of previously qualified deductions; e. less all amounts previously retained as Retention Amounts. 3. “Retention Amount” for each Progress Payment means the percentage of each Progress Payment to be retained by OC SAN to assure satisfactory completion of the Contract. The amount to be retained from each Progress Payment shall be determined as provided in the General Conditions, “Retained Funds; Substitution of Securities.” C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 10 of 26 SECTION – 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS Pursuant to Public Contract Code Section 22300 et seq., the CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions, “Retained Funds; Substitution of Securities.” SECTION – 13 COMPLETION Final Completion and Final Acceptance shall occur at the time and in the manner specified in the General Conditions, “Final Acceptance and Final Completion”, “Final Payment”; and Exhibit A, Schedule of Prices. Upon receipt of all documentation, records, and releases as required by the Contract from the CONTRACTOR, OC SAN shall proceed with the Final Acceptance as specified in General Conditions. SECTION – 14 CONTRACTOR’S EMPLOYEES COMPENSATION A. Davis-Bacon Act: CONTRACTOR will pay and will require all Subcontractors to pay all employees on said Project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Act shall apply only if the Contract is in excess of Two Thousand Dollars ($2,000.00) and when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. B. 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 C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 11 of 26 rate for legal holiday and overtime Work in the locality in which the Work is to be performed for each craft or type of Work needed to execute this Contract, and copies of the same are on file in the Office of the ENGINEER of OC SAN. The CONTRACTOR agrees that not less than said prevailing rates shall be paid to workers employed on this public works Contract as required by Labor Code Section 1774 of the State of California. Per California Labor Code 1773.2, OC SAN will have on file copies of the prevailing rate of per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. C. Forfeiture for Violation: CONTRACTOR shall, as a penalty to OC SAN, forfeit Two Hundred Dollars ($200.00) for each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or any Subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770-1780 of the California Labor Code for the Work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California. D. Apprentices: Sections 1777.5, 1777.6, 1777.7 of the Labor Code of the State of California, regarding the employment of apprentices are applicable to this Contract and the CONTRACTOR shall comply therewith if the prime contract involves Thirty Thousand Dollars ($30,000.00) or more. E. Workday: In the performance of this Contract, not more than eight (8) hours shall constitute a day’s work, and the CONTRACTOR shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in paragraph (B) above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Section 1810 et seq.) of the C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 12 of 26 Labor Code of the State of California and shall forfeit to OC SAN as a penalty, the sum of Twenty-five Dollars ($25.00) for each worker employed in the execution of this Contract by CONTRACTOR or any Subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one calendar day and forty (40) hours in any one week in violation of said Article. CONTRACTOR shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project. F. Registration; Record of Wages; Inspection: CONTRACTOR shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the Work is subject to compliance monitoring by the California Department of Industrial Relations. CONTRACTOR shall maintain accurate payroll records and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. CONTRACTOR shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). SECTION – 15 SURETY BONDS CONTRACTOR shall, before entering upon the performance of this Contract, furnish Bonds approved by OC SAN’s General Counsel – one in the amount of one hundred percent (100%) of the Contract amount, to guarantee the faithful performance of the Work, and the other in the amount of one hundred percent (100%) of the Contract amount to guarantee payment of all claims for labor and materials furnished. As changes to the Contract occur via approved Change Orders, the CONTRACTOR shall assure that the amounts of the Bonds are adjusted to maintain 100% of the Contract Price. This Contract shall not become effective until such Bonds C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 13 of 26 are supplied to and approved by OC SAN. Bonds must be issued by a Surety authorized by the State Insurance Commissioner to do business in California. The Performance Bond shall remain in full force and effect through the warranty period, as specified in Section 19 below. All Bonds required to be submitted relating to this Contract must comply with California Code of Civil Procedure Section 995.630. Each Bond shall be executed in the name of the Surety insurer under penalty of perjury, or the fact of execution of each Bond shall be duly acknowledged before an officer authorized to take and certify acknowledgments, and either one of the following conditions shall be satisfied: A. A copy of the transcript or record of the unrevoked appointment, power of attorney, by- laws, or other instrument, duly certified by the proper authority and attested by the seal of the insurer entitling or authorizing the person who executed the Bond to do so for and on behalf of the insurer, is on file in the Office of the County Clerk of the County of Orange; or B. A copy of a valid power of attorney is attached to the Bond. SECTION – 16 INSURANCE CONTRACTOR shall purchase and maintain, for the duration of the Contract, insurance against claims for injuries to persons, or damages to property which may arise from or in connection with the performance of the Work hereunder, and the results of that Work by CONTRACTOR, its agents, representatives, employees, or Subcontractors, in amounts equal to the requirements set forth below. CONTRACTOR shall not commence Work under this Contract until all insurance required under this Section is obtained in a form acceptable to OC SAN, nor shall CONTRACTOR allow any Subcontractor to commence Work on a subcontract until all insurance required of the Subcontractor has been obtained. CONTRACTOR shall maintain all of the foregoing insurance coverages in force through the point at which the Work under this Contract is fully completed and accepted by OC SAN pursuant to the provisions of the General Conditions, “Final Acceptance and Final Completion”. Furthermore, CONTRACTOR shall C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 14 of 26 maintain all of the foregoing insurance coverages in full force and effect throughout the warranty period, commencing on the date of Final Acceptance. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of OC SAN by CONTRACTOR under Section 17 of this Contract. Notwithstanding nor diminishing the obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for and maintain in full force and effect during the life of this Contract, inclusive of all changes to the Contract Documents made in accordance with the provisions of the General Conditions, “Request for Change (Changes at CONTRACTOR’s Request)” and/or “OWNER Initiated Changes”, the following insurance in amounts not less than the amounts specified. OC SAN reserves the right to amend the required limits of insurance commensurate with the CONTRACTOR’s risk at any time during the course of the Project. No vehicles may enter OC SAN premises/worksite without possessing the required insurance coverage. CONTRACTOR’s insurance shall also comply with all insurance requirements prescribed by agencies from whom permits shall be obtained for the Work and any other third parties from whom third party agreements are necessary to perform the Work (collectively, the “Third Parties”). The Special Provisions may list such requirements and sample forms and requirements from such Third Parties may be included in an attachment to the General Requirements. CONTRACTOR bears the responsibility to discover and comply with all requirements of Third Parties, including meeting specific insurance requirements, that are necessary for the complete performance of the Work. To the extent there is a conflict between the Third Parties’ insurance requirements and those set forth by OC SAN herein, the requirement(s) providing the more protective coverage for both OC SAN and the Third Parties shall control and be purchased and maintained by CONTRACTOR. C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 15 of 26 If CONTRACTOR maintains higher limits than the minimums shown in this Section, OC SAN requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. Where permitted by law, CONTRACTOR hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other contractor or subcontractor performing Work or rendering services on behalf of OC SAN in connection with the planning, development and construction of the Project. In all its insurance coverages (except for Professional Liability/Errors and Omissions coverages, if applicable) related to the Work, CONTRACTOR shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other contractor or subcontractor performing Work or rendering services at the Project. Where permitted by law, CONTRACTOR shall require similar written express waivers and insurance clauses from each of its Subcontractors of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. A. Limits of Insurance 1. General Liability: Five Million Dollars ($5,000,000) per occurrence and a general aggregate limit of Ten Million Dollars ($10,000,000) for bodily injury, personal injury and property damage. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or CG 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Coverage shall include each of the following: C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 16 of 26 a. Premises-Operations. b. Products and Completed Operations, with limits of at least Five Million Dollars ($5,000,000) per occurrence and a general aggregate limit of Ten Million Dollars ($10,000,000) which shall be in effect at all times during the warranty period set forth in the Warranty section herein, and as set forth in the General Conditions, “Warranty (CONTRACTOR’s Guarantee)”, plus any additional extension or continuation of time to said warranty period that may be required or authorized by said provisions. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or CG 25 04), then the aggregate limit may be equivalent to the per occurrence limit. c. Broad Form Property Damage, expressly including damage arising out of explosion, collapse, or underground damage. d. Contractual Liability, expressly including the indemnity provisions assumed under this Contract. e. Separation of Insured Clause, providing that coverage applies separately to each insured, except with respect to the limits of liability. f. Independent CONTRACTOR’s Liability. To the extent first dollar coverage, including defense of any claim, is not available to OC SAN or any other additional insured because of any SIR, deductible, or any other form of self insurance, CONTRACTOR is obligated to assume responsibility of insurer until the deductible, SIR or other condition of insurer assuming its defense and/or indemnity has been satisfied. CONTRACTOR shall be responsible to pay any deductible or SIR. g. If a crane will be used, the general liability insurance will be endorsed to add Riggers Liability coverage or its equivalent to cover the usage of the crane and C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 17 of 26 exposures with regard to the crane operators, riggers and others involved in using the crane. h. If divers will be used, the general liability insurance will be endorsed to cover marine liability or its equivalent to cover the usage of divers. 2. Automobile Liability: The CONTRACTOR shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000) for bodily injury, personal injury, and property damage. 3. Umbrella Excess Liability: The minimum limits of general liability and automobile liability insurance required, as set forth above, shall be provided for either in a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. 4. Drone Liability Insurance: If a drone will be used, drone liability insurance must be maintained by CONTRACTOR in the amount of One Million Dollars ($1,000,000) in a form acceptable to OC SAN. 5. Workers’ Compensation/Employer’s Liability: CONTRACTOR shall provide such workers’ compensation insurance as required by the Labor Code of the State of California, including employer’s liability with a minimum limit of One Million Dollars ($1,000,000) per accident for bodily injury or disease. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage with regard to Jones Act claims. C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 18 of 26 6. Errors and Omissions/Professional Liability Insurance: CONTRACTOR shall maintain in full force and effect, throughout the term of this Contract, standard industry form professional liability / errors and omissions insurance coverage with coverage limits of not less than One Million Dollars ($1,000,000) 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 Contract, and for a period of five (5) years from the date of the completion of the Work hereunder. In the event of termination of said policy during this period, CONTRACTOR shall obtain continuing insurance coverage for the prior acts or omissions of CONTRACTOR during the course of performing Work under the terms of this Contract. 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 Contract or until completion of the Work provided for in this Contract, 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 or omissions of CONTRACTOR during the course of performing Work under the terms of this Contract. CONTRACTOR shall provide to the OC SAN a certificate of insurance in a form acceptable to the OC SAN 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. C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 19 of 26 B. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions (SIR) must be declared to OC SAN. OC SAN will accept a deductible/SIR up to $500,000. C. Other Insurance Provisions 1. Each such policy of general liability insurance and automobile liability insurance shall be endorsed to contain, the following provisions: a. OC SAN, its directors, officers, agents, consultants, and employees, and all public agencies from whom permits will be obtained, and their directors, officers, agents, and employees are hereby declared to be additional insureds under the terms of this policy, but only with respect to the operations of CONTRACTOR at or from any of the sites of OC SAN in connection with this Contract, or acts and omissions of the additional insured in connection with its general supervision or inspection of said operations related to this Contract. b. Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by OC SAN shall be excess only and not contributing with insurance provided under this policy. 2. Cancellation and Policy Change Notice. The CONTRACTOR is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONTRACTOR is required to notify OC SAN in writing of any change in the terms of insurance, including reduction in coverage or increase in deductible/SIR, within two (2) working days of receipt of such notice or knowledge of same. C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 20 of 26 Said notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Contracts, Purchasing & Materials Management Division 3. Coverage shall not extend to any indemnity coverage for the active negligence of any additional insured in any case where an agreement to indemnify the additional insured would be invalid under California Civil Code Section 2782(b). 4. If required by a public agency from whom permit(s) will be obtained, each policy of general liability insurance and automobile liability insurance shall be endorsed to specify by name the public agency and its legislative members, officers, agents, consultants, and employees, to be additional insureds. D. Acceptability of Insurers Insurers must have an “A-“, or better, Policyholder’s Rating, and a Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best Rating Guide. OC SAN recognizes that State Compensation Insurance Fund has withdrawn from participation in the A.M. Best Rating Guide process. Nevertheless, OC SAN will accept State Compensation Insurance Fund for the required policy of worker’s compensation insurance, subject to OC SAN’s option, at any time during the term of this Contract, to require a change in insurer upon twenty (20) days written notice. Further, OC SAN will require CONTRACTOR to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONTRACTOR by OC SAN or its agent. E. Verification of Coverage CONTRACTOR shall furnish OC SAN with original certificates and mandatory endorsements affecting coverage. Said policies and endorsements shall conform to the C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 21 of 26 requirements herein stated. All certificates and endorsements are to be received and approved by OC SAN before Work commences. F. Subcontractors CONTRACTOR shall be responsible to establish insurance requirements for any Subcontractors hired by CONTRACTOR. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subcontractor’s operations and work. OC SAN and any public agency issuing permits for the Project must be named as “Additional Insured” on any general liability or automobile liability policy obtained by a Subcontractor. The CONTRACTOR must obtain copies and maintain current versions of all Subcontractors’ policies, certificate of liability and mandatory endorsements effecting coverage. Upon request, CONTRACTOR must furnish OC SAN with the above referenced required documents. G. Required Forms and Endorsements 1. Required ACORD Form a. Certificate of Liability ACORD Form 25 or other equivalent certificate of insurance form 2. Required Insurance Services Office, Inc. Endorsements (when alternative forms are shown, they are Iisted in order of preference) In the event any of the following forms are cancelled by Insurance Services Office, Inc. (ISO), or are updated, the ISO replacement form or equivalent must be supplied. a. Commercial General Liability Form CG 00 01 b. Additional Insured Including Form CG 20 10 and Products-Completed Operations Form CG 20 37 All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN. c. Waiver of Transfer of Rights of Form CG 24 04 Recovery Against Others to Us/ Waiver of Subrogation C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 22 of 26 3. Required State Compensation Insurance Fund Endorsements a. Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval. b. Cancellation Notice No endorsement is required. However, CONTRACTOR is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article C.2., Cancellation and Policy Change Notice, above. 4. Additional Required Endorsements a. Notice of Policy Termination Manuscript Endorsement SECTION – 17 RISK AND INDEMNIFICATION All Work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone. CONTRACTOR shall save, indemnify, defend, and keep OC SAN and others harmless as more specifically set forth in General Conditions, “General Indemnification”. SECTION – 18 TERMINATION This Contract may be terminated in whole or in part in writing by OC SAN in the event of substantial failure by the CONTRACTOR to fulfill its obligations under this Agreement, or it may be terminated by OC SAN for its convenience provided that such termination is effectuated in a manner and upon such conditions set forth more particularly in General Conditions, “Termination for Default” and/or “Termination for Convenience”, provided that no termination may be effected unless proper notice is provided to CONTRACTOR at the time and in the manner provided in said General Conditions. If termination for default or convenience is effected by OC SAN, an equitable adjustment in the price provided for in this Contract shall be C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 23 of 26 made at the time and in the manner provided in the General Conditions, “Termination for Default” and “Termination for Convenience”. SECTION – 19 WARRANTY The CONTRACTOR agrees to perform all Work under this Contract in accordance with the Contract Documents, including OC SAN’s designs, Drawings and Specifications. The CONTRACTOR guarantees for a period of at least one (1) year from the date of Final Acceptance of the Work, pursuant to the General Conditions, “Final Acceptance and Final Completion” that the completed Work is free from all defects due to faulty materials, equipment or workmanship and that it shall promptly make whatever adjustments or corrections which may be necessary to cure any defects, including repairs of any damage to other parts of the system resulting from such defects. OC SAN shall promptly give notice to the CONTRACTOR of observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs, corrections or other work made necessary by such defects, OC SAN may do so and charge the CONTRACTOR the cost incurred. The CONTRACTOR’s warranty shall continue as to any corrected deficiency until the later of (1) the remainder of the original one-year warranty period; or (2) one year after acceptance by OC SAN of the corrected Work. The Performance Bond and the Payment Bond shall remain in full force and effect through the guarantee period. The CONTRACTOR’s obligations under this clause are in addition to the CONTRACTOR’s other express or implied assurances under this Contract, including but not limited to specific manufacturer or other extended warranties specified in the Plans and Specifications, or state law and in no way diminish any other rights that OC SAN may have against the CONTRACTOR for faulty materials, equipment or Work. C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 24 of 26 SECTION – 20 ASSIGNMENT No assignment by the CONTRACTOR of this Contract or any part hereof, or of funds to be received hereunder, will be recognized by OC SAN unless such assignment has had prior written approval and consent of OC SAN and the Surety. SECTION – 21 RESOLUTION OF DISPUTES OC SAN and the CONTRACTOR shall comply with the provisions of California Public Contract Code Section 20104 et. seq., regarding resolution of construction claims for any Claims which arise between the CONTRACTOR and OC SAN, as well as all applicable dispute and Claims provisions as set forth in the General Conditions and as otherwise required by law. SECTION – 22 SAFETY & HEALTH CONTRACTOR shall comply with all applicable safety and health requirements mandated by federal, state, city and/or public agency codes, permits, ordinances, regulations, and laws, as well as these Contract Documents, including but not limited to the General Requirements, Section entitled “Safety” and Exhibit B Contractor Safety Standards. OC SAN reserves the right to stop Work for violations of safety and health standards until the hazardous conditions are corrected. The right to stop Work includes the right to remove a contractor or its employees from the worksite. SECTION – 23 NOTICES Any notice required or permitted under this Contract shall be served by personal delivery or by certified mail, return receipt requested, at the address set forth below. Unless specified elsewhere in the Contract Documents or otherwise required by law, any notice may alternatively be given by electronic telecommunication to the email address set forth below. Any party whose address changes shall notify the other party in writing. C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 25 of 26 TO OC SAN: Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, California 92708 Attn: Clerk of the Board ocsanclerk@ocsan.gov Copy to: Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, California 92708 Attn: Construction Manager rcuellar@ocsan.gov Scott C. Smith Best Best & Krieger LLP 18101 Von Karman Avenue Suite 1000 Irvine, California 92612 scott.smith@bbklaw.com TO CONTRACTOR: Timothy K. Wilson, Senior Vice President Ames Construction, Inc. 391 N. Main Street, Suite 302 Corona, CA 92880 TimWilson@amesco.com C-CA-071223 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 26 of 26 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: Ames Construction, Inc. 391 N. Main Street, Suite 302 Corona, CA 92880 By______________________________ Date _________________ ______________________________ Printed Name Its______________________________ CONTRACTOR’s State License No. 490481 (Expiration Date – 04/30/2026) OC SAN: Orange County Sanitation District By______________________________ Date _________________ Ryan P. Gallagher Board Chairman By______________________________ Date _________________ Kelly A. Lore Clerk of the Board By______________________________ Date _________________ Kevin Work Purchasing & Contracts Manager C-EXA-062221 EXHIBIT A SCHEDULE OF PRICES C-EXA-062221 TABLE OF CONTENTS EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION ........................................................................... 1 EXA-2 PROGRESS PAYMENTS ................................................................................. 1 EXA-3 RETENTION AND ESCROW ACCOUNTS ....................................................... 1 EXA-4 STOP PAYMENT NOTICE ............................................................................... 3 EXA-5 PAYMENT TO SUBCONTRACTORS ............................................................... 3 EXA-6 PAYMENT OF TAXES ...................................................................................... 3 EXA-7 FINAL PAYMENT ............................................................................................. 4 EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT.... 5 ATTACHMENT 1 – CERTIFICATION FOR REQUEST FOR PAYMENT ......................... 7 ATTACHMENT 2 – SCHEDULE OF PRICES .................................................................. 8 C-EXA-062221 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 1 of 8 EXHIBIT A SCHEDULE OF PRICES EXA-1 BASIS OF COMPENSATION CONTRACTOR will be paid the Contract Price according to the Schedule of Prices, and all other applicable terms and conditions of the Contract Documents. EXA-2 PROGRESS PAYMENTS Progress payments will be made in accordance with all applicable terms and conditions of the Contract Documents, including, but not limited to: 1. Contract Agreement – Section 11 – “Contract Price and Method of Payment;” 2. General Conditions – “Payment – General”; 3. General Conditions – “Payment – Applications for Payment”; 4. General Conditions – “Payment – Mobilization Payment Requirements;” 5. General Conditions – “Payment – Itemized Breakdown of Contract Lump Sum Prices”; 6. General Conditions – "Contract Price Adjustments and Payments”; 7. General Conditions – “Suspension of Payments”; 8. General Conditions – “OC SAN’s Right to Withhold Certain Amounts and Make Application Thereof”; and 9. General Conditions – “Final Payment.” EXA-3 RETENTION AND ESCROW ACCOUNTS A. Retention: OC SAN shall retain a percentage of each progress payment to assure satisfactory completion of the Work. The amount to be retained from each progress payment shall be determined as provided in General Conditions – “Retained Funds; Substitution of Securities”. In all contracts between CONTRACTOR and its Subcontractors and/or Suppliers, the retention may not exceed the percentage specified in the Contract Documents. C-EXA-062221 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 2 of 8 B. Substitution of Securities: CONTRACTOR may, at its sole expense, substitute securities as provided in General Conditions – “Retained Funds; Substitution of Securities.” Payment of Escrow Agent: In lieu of substitution of securities as provided above, the CONTRACTOR may request and OC SAN shall make payment of retention earned directly to the escrow agent at the expense of the CONTRACTOR. At the expense of the CONTRACTOR, the CONTRACTOR may direct the investment of the payments into securities consistent with Government Code §16430 and the CONTRACTOR shall receive the interest earned on the investments upon the same terms provided for in this article for securities deposited by the CONTRACTOR. Upon satisfactory completion of the Contract, the CONTRACTOR shall receive from the escrow agent all securities, interest and payments received by the escrow agent from OC SAN, pursuant to the terms of this article. The CONTRACTOR shall pay to each Subcontractor, not later than twenty (20) calendar days after receipt of the payment, the respective amount of interest earned, net of costs attributed to retention withheld from each Subcontractor, on the amount of retention withheld to ensure the performance of the Subcontractor. The escrow agreement used by the escrow agent pursuant to this article shall be substantially similar to the form set forth in §22300 of the California Public Contract Code. C. Release of Retention: Upon Final Acceptance of the Work, the CONTRACTOR shall submit an invoice for release of retention in accordance with the terms of the Contract. D. Additional Deductibles: In addition to the retentions described above, OC SAN may deduct from each progress payment any or all of the following: 1. Liquidated Damages that have occurred as of the date of the application for progress payment; 2. Deductions from previous progress payments already paid, due to OC SAN’s discovery of deficiencies in the Work or non-compliance with the Specifications or any other requirement of the Contract; 3. Sums expended by OC SAN in performing any of the CONTRACTOR’S obligations under the Contract that the CONTRACTOR has failed to perform, and; 4. Other sums that OC SAN is entitled to recover from the CONTRACTOR under the terms of the Contract, including without limitation insurance deductibles and assessments. C-EXA-062221 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 3 of 8 The failure of OC SAN to deduct any of the above-identified sums from a progress payment shall not constitute a waiver of OC SAN’s right to such sums or to deduct them from a later progress payment. EXA-4 STOP PAYMENT NOTICE In addition to other amounts properly withheld under this article or under other provisions of the Contract, OC SAN shall retain from progress payments otherwise due the CONTRACTOR an amount equal to one hundred twenty-five percent (125%) of the amount claimed under any stop payment notice under Civil Code §9350 et. seq. or other lien filed against the CONTRACTOR for labor, materials, supplies, equipment, and any other thing of value claimed to have been furnished to and/or incorporated into the Work; or for any other alleged contribution thereto. In addition to the foregoing and in accordance with Civil Code §9358 OC SAN may also satisfy its duty to withhold funds for stop payment notices by refusing to release funds held in escrow pursuant to public receipt of a release of stop payment notice executed by a stop payment notice claimant, a stop payment notice release bond, an order of a court of competent jurisdiction, or other evidence satisfactory to OC SAN that the CONTRACTOR has resolved such claim by settlement. EXA-5 PAYMENT TO SUBCONTRACTORS Requirements 1. The CONTRACTOR shall pay all Subcontractors for and on account of Work performed by such Subcontractors, not later than seven (7) days after receipt of each progress payment as required by the California Business and Professions Code §7108.5. Such payments to Subcontractors shall be based on the measurements and estimates made pursuant to article progress payments provided herein. 2. Except as specifically provided by law, the CONTRACTOR shall pay all Subcontractors any and all retention due and owing for and on account of Work performed by such Subcontractors not later than seven (7) days after CONTRACTOR’S receipt of said retention proceeds from OC SAN as required by the California Public Contract Code §7107. EXA-6 PAYMENT OF TAXES Unless otherwise specifically provided in this Contract, the Contract Price includes full compensation to the CONTRACTOR for all taxes. The CONTRACTOR shall pay all federal, state, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The CONTRACTOR shall ascertain and pay the taxes when due. The CONTRACTOR will maintain auditable records, subject to OC SAN reviews, confirming that tax payments are current at all times. C-EXA-062221 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 4 of 8 EXA-7 FINAL PAYMENT After Final Acceptance of the Work, as more particularly set forth in the General Conditions, “Final Acceptance and Final Completion”, and after Resolution of the Board authorizing final payment and satisfaction of the requirements as more particularly set forth in General Conditions – “Final Payment”, a final payment will be made as follows: 1. Prior to Final Acceptance, the CONTRACTOR shall prepare and submit an application for Final Payment to OC SAN, including: a. The proposed total amount due the CONTRACTOR, segregated by items on the payment schedule, amendments, Change Orders, and other bases for payment; b. Deductions for prior progress payments; c. Amounts retained; d. A conditional waiver and release on final payment for each Subcontractor (per Civil Code Section 8136); e. A conditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8136); f. List of Claims the CONTRACTOR intends to file at that time or a statement that no Claims will be filed, g. List of pending unsettled claims, stating claimed amounts, and copies of any and all complaints and/or demands for arbitration received by the CONTRACTOR; and h. For each and every claim that resulted in litigation or arbitration which the CONTRACTOR has settled, a conformed copy of the Request for Dismissal with prejudice or other satisfactory evidence the arbitration is resolved. 2. The application for Final Payment shall include complete and legally effective releases or waivers of liens and stop payment notices satisfactory to OC SAN, arising out of or filed in connection with the Work. Prior progress payments shall be subject to correction in OC SAN’s review of the application for Final Payment. Claims filed with the application for Final Payment must be otherwise timely under the Contract and applicable law. 3. Within a reasonable time, OC SAN will review the CONTRACTOR’S application for Final Payment. Any recommended changes or corrections will then be forwarded to the CONTRACTOR. Within ten (10) calendar days after receipt of recommended changes from OC SAN, the CONTRACTOR will make the changes, or list Claims that will be filed as a result of the changes, and shall submit the revised application for Final Payment. Upon C-EXA-062221 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 5 of 8 acceptance by OC SAN, the revised application for Final Payment will become the approved application for Final Payment. 4. If no Claims have been filed with the initial or any revised application for Final Payment, and no Claims remain unsettled within thirty-five (35) calendar days after Final Acceptance of the Work by OC SAN, and agreements are reached on all issues regarding the application for Final Payment, OC SAN, in exchange for an executed release, satisfactory in form and substance to OC SAN, will pay the entire sum found due on the approved application for Final Payment, including the amount, if any, allowed on settled Claims. 5. The release from the CONTRACTOR shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of OC SAN are specifically reserved, and shall release and waive all unreserved Claims against OC SAN and its officers, directors, employees and authorized representatives. The release shall be accompanied by a certification by the CONTRACTOR that: a. It has resolved all Subcontractors, Suppliers and other Claims that are related to the settled Claims included in the Final Payment; b. It has no reason to believe that any party has a valid claim against the CONTRACTOR or OC SAN which has not been communicated in writing by the CONTRACTOR to OC SAN as of the date of the certificate; c. All warranties are in full force and effect, and; d. The releases and the warranties shall survive Final Payment. 6. If any claims remain open, OC SAN may make Final Payment subject to resolution of those claims. OC SAN may withhold from the Final Payment an amount not to exceed one hundred fifty percent (150%) of the sum of the amounts of the open claims, and one hundred twenty-five percent (125%) of the amounts of open stop payment notices referred to in article entitled stop payment notices herein. 7. The CONTRACTOR shall provide an unconditional waiver and release on final payment from each Subcontractor and Supplier providing Work under the Contract (per Civil Code Section 8138) and an unconditional waiver and release on final payment on behalf of the CONTRACTOR (per Civil Code Section 8138) within thirty (30) days of receipt of Final Payment. EXA-8 DISCOVERY OF DEFICIENCIES BEFORE AND AFTER FINAL PAYMENT Notwithstanding OC SAN’s acceptance of the application for Final Payment and irrespective of whether it is before or after Final Payment has been made, OC SAN shall not be precluded from subsequently showing that: 1. The true and correct amount payable for the Work is different from that previously accepted; C-EXA-062221 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 6 of 8 2. The previously accepted Work did not in fact conform to the Contract requirements, or; 3. A previous payment or portion thereof for Work was improperly made. OC SAN also shall not be stopped from demanding and recovering damages from the CONTRACTOR, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable law. C-EXA-062221 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 7 of 8 ATTACHMENT 1 – CERTIFICATION FOR REQUEST FOR PAYMENT I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned herein were actually rendered and/or supplies delivered to OC SAN in accordance with the Contract. I understand that it is a violation of both the federal and California False Claims Acts to knowingly present or cause to be presented to OC SAN a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Act and State of California False Claims Act are non-exclusive, and are in addition to any other remedies which OC SAN may have either under contract or law. I hereby further certify, to the best of my knowledge and belief, that: 1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract; 2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification; 3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractor’s performance. _________________________________________ Name _________________________________________ Title _________________________________________ Date C-EXA-062221 CONTRACT NO. P2-128A SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 CONFORMED Page 8 of 8 ATTACHMENT 2 – SCHEDULE OF PRICES See next pages for Bid Submittal Forms: Ames Construction, Inc. BF-14 SCHEDULE OF PRICES, Pages 1-2 10/29/2024 1 South Perimeter Wall and Soil Improvements at Plant No. 2, Contract No. P2-128A as part of Digester Replacement at Plant No. 2, Project No. P2-128 Presented by: Valerie Ratto, Engineering Supervisor Operations Committee November 6, 2024 Contract Award v Orange CountySanitation District70thAnniversary 2 1 2 10/29/2024 2 v Orange CountySanitation District70thAnniversary Existing Condition Conceptual Rendering 3 v Orange CountySanitation District70thAnniversary Cement Deep Soil Mixing (CDSM) and jet grouting soil improvements to mitigate lateral spread. CDSM 30% ARR35’ deep Talbert Marsh Existing fenceline location ExistingLandscaping to be removed Bike Path 10’35’ Levee Slope CDSM 100% 50’ deep Existingintermittent walls to be removed 4 3 4 10/29/2024 3 v Orange CountySanitation District70thAnniversary Red Tailed Hawk 5 v Orange CountySanitation District70thAnniversary $ 26,000,000Engineer’s Estimate Amount of BidBidder 23,680,000$Steve P. Rados, Inc. 25,270,000$Ames Construction, Inc. 28,314,000$J.F. Shea Construction, Inc. 30,427,000$Kiewit Infrastructure West Co. 30,995,000$Shimmick Construction Company Inc. 34,730,000$Myers & Sons Construction LLC 36,372,400$Reyes Construction, Inc. (Bid withdrawn) 6 5 6 10/29/2024 4 Orange CountySanitation District70thAnniversary Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for South Perimeter Wall and Soil Improvements at Plant No. 2, Contract No. P2-128A; B. Accept the formal bid withdrawal request received on September 5, 2024, from the initial lowest bidder, Steve P. Rados, Inc. and receive and file the response to request; C. Award a Construction Contract Agreement to Ames Construction, Inc., for South Perimeter Wall and Soil Improvements at Plant No. 2, Contract No. P2-128A as part of Digester Replacement at Plant No. 2, Project No. P2-128, for a total amount not to exceed $25,270,000; and D. Approve a contingency of $2,527,000 (10%). 7 1954 - 2024 Orange County Sanitation District70thAnniversary 8 7 8 OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2023-2988 Agenda Date:11/6/2024 Agenda Item No:10. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO.2,CONTRACT NO.P2- 128A AS PART OF DIGESTER REPLACEMENT AT PLANT 2, PROJECT NO. P2-128 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Construction Services Agreement with Brown and Caldwell to provide construction support services for South Perimeter Wall and Soil Improvements at Plant No. 2, Contract No. P2-128A for a total amount not to exceed $2,048,122; and B. Approve a contingency of $204,812 (10%). BACKGROUND Brown and Caldwell was selected as part of a competitive,qualifications-based solicitation process to design the South Perimeter Wall and Soil Improvements project at Plant No.2,Contract No.P2- 128A.At the time of the solicitation,the Orange County Sanitation District (OC San)documented its intent to award a subsequent agreement to the design consultant for continuation of engineering services during construction. This project will replace the perimeter chain link fence at Plant No.2 along the Talbert Marsh with a cast-in-place concrete wall to protect the facilities from lateral spread,sea level rise,and meet OC San’s security requirements. RELEVANT STANDARDS ·Comply with California Government Code Section 4526 to engage the best qualified firm “on the basis of demonstrated competence and qualifications”and “negotiate fair and reasonable fees” ·Ensure public’s money is wisely spent PROBLEM This project requires the design consultant to provide as-needed services during construction including submittal review,responding to the Contractor’s requests for information,reviewing construction change orders,participating in meetings,attending site visits,and preparing record Orange County Sanitation District Printed on 10/29/2024Page 1 of 3 powered by Legistar™ File #:2023-2988 Agenda Date:11/6/2024 Agenda Item No:10. construction change orders,participating in meetings,attending site visits,and preparing record drawings.Given the project's location and the extensive excavation and soil stabilization involved, the design consultant will also monitor construction activities to mitigate any potential biological or archaeological impacts and to oversee the geotechnical aspects of the work. PROPOSED SOLUTION Approve a Professional Construction Services Agreement with the design consultant,Brown and Caldwell, to provide engineering support services during construction. TIMING CONCERNS Engineering support services will be required at the start of construction.Construction is anticipated to start in December 2024. RAMIFICATIONS OF NOT TAKING ACTION The engineering support services needed to facilitate and review construction activities would not be available by the Engineer of Record, which may negatively impact the contract execution. PRIOR COMMITTEE/BOARD ACTIONS July 2020 -Approved a Professional Design Services Agreement with Brown and Caldwell to provide engineering services for Temperature Phased Anaerobic Digestion (TPAD)Digester Facility at Plant No.2,Project No.P2-128,for an amount not to exceed $39,300,000;and approved a contingency of $3,930,000 (10%). ADDITIONAL INFORMATION Brown and Caldwell successfully furnished engineering services for the design of this project and their support services during construction will provide continuity through the completion of the project. Staff negotiated with Brown and Caldwell for these support services in accordance with OC San’s adopted policies and procedures.A review of the proposed price was conducted using estimated quantities of requests for information,submittals,meetings,site visits,change order review,and design revisions,as well as the level of effort for preparing record drawings.Based on this review, staff determined the negotiated fee to be fair and reasonable for these services.Staff is requesting a 10% contingency in case unanticipated professional services are needed during construction. CEQA The project is included in the Addendum to the Final Program Environmental Impact Report for Biosolids Master Plan, State Clearinghouse No. 2017071026. Orange County Sanitation District Printed on 10/29/2024Page 2 of 3 powered by Legistar™ File #:2023-2988 Agenda Date:11/6/2024 Agenda Item No:10. FINANCIAL CONSIDERATIONS This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 8,Page 70,Digester Replacement at Plant No. 2, Project P2-128) and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Draft Professional Construction Services Agreement SN:lb Orange County Sanitation District Printed on 10/29/2024Page 3 of 3 powered by Legistar™ PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 1 of 20 PROFESSIONAL CONSTRUCTION SERVICES AGREEMENT This PROFESSIONAL CONSTRUCTION SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective on November 20, 2024 by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and BROWN AND CALDWELL, (hereinafter referred to as "CONSULTANT"). WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT to provide construction support services for South Perimeter Wall and Soil Improvements at Plant No. 2, Contract No. P2-128A (Construction Support Services); and WHEREAS, CONSULTANT is qualified to provide the necessary services for the Construction Support Services in connection with these requirements; and WHEREAS, OC SAN has adopted procedures in accordance with OC SAN’s current Purchasing Ordinance, Section 4.03(B), for the continuation of services and has proceeded in accordance with said procedures to perform the Construction Support Services; and WHEREAS, at its regular meeting on November 20, 2024 the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional and technical services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all design, drawings, specifications, and other services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all laws, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall perform its work in accordance with generally accepted engineering standards in effect for clarity, uniformity, and completeness. C. In the event that work is not performed to the satisfaction of OC SAN and does not conform to the requirements of this Agreement or any applicable industry PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 2 of 20 standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services within the timeframe specified by the Project Engineer/Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All CADD drawings, figures, and other work shall be produced by CONSULTANT and Subconsultants using OC SAN standard software. Conversion of CADD work from any other non-standard CADD format to OC SAN format shall not be acceptable in lieu of this requirement. Electronic files shall be subject to an acceptance period of 30 calendar days during which OC SAN shall perform appropriate acceptance tests. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to OC SAN. E. All professional services performed by the CONSULTANT, including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. 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 OC SAN, (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN. F. OC SAN shall furnish to the CONSULTANT available studies, reports, and other data pertinent to the CONSULTANT’s services; obtain or authorize the CONSULTANT to obtain or provide additional reports and data as required; and furnish to the CONSULTANT services of others required for the performance of the CONSULTANT’s services hereunder. The CONSULTANT shall be entitled to use and rely upon all such information and services provided by OC SAN or others in performing the CONSULTANT’s services under this Agreement. G. Neither OC SAN nor CONSULTANT shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing party. For purposes of this Agreement, such circumstances include, but are not limited to, (1) strikes, lockouts, work slowdowns or stoppages, or accidents, and (2) acts of God. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 2. COMPENSATION Total compensation shall be paid to CONSULTANT for the Construction Support Services in accordance with the following provisions: A. Total Compensation PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 3 of 20 Total compensation shall be in an amount not to exceed Two Million Forty-three Hundred Thousand Seven Hundred Seventeen Dollars ($2,043,717). 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, OC SAN 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 OC SAN, CONSULTANT shall provide OC SAN 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, OC SAN 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, OC SAN shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment “E” - Fee Proposal. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment “E” - Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per the attached hourly rate Schedule and as specified in the Scope of Work. OC SAN shall pay to CONSULTANT the actual costs of Subconsultant PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 4 of 20 fees and charges in an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal. F. Direct Costs OC SAN 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. OC SAN shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of OC SAN. Upon request, CONSULTANT shall provide to OC SAN 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 to the Scope of Work resulting from field investigations and field work required by the Agreement. 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 OC SAN 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 OC SAN can be found on the U.S. General Service Administration website at https://www.gsa.gov/travel/plan-book/per-diem-rates. 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. OC SAN 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 OC SAN any excess reimbursements after the reimbursement has been paid by OC SAN. Travel and travel arrangements – Any travel involving airfare, overnight stays or multiple day attendance must be approved by OC SAN in advance. Local Travel is considered travel by the CONSULTANT within OC SAN general geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial and Kern Counties. Automobile PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 5 of 20 mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging – Overnight stays will not be approved by OC SAN for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of OC SAN 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 OC SAN. Travel Meals – Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment “D” - Allowable Direct Costs of this Agreement. I. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT’s Proposal will exceed the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify OC SAN 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 OC SAN’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 OC SAN 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 OC SAN, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the total compensation, provided that the total compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period. CONSULTANT shall allocate costs in the same manner as it would for payment requests as described in this Section of the Agreement. CONSULTANT shall warrant and certify the accuracy of these costs and understand that submitted costs are subject to Section 11 - AUDIT PROVISIONS. B. CONSULTANT may submit monthly or periodic statements requesting payment for those items included in Section 2 - COMPENSATION hereof in the format as required by OC SAN. Such requests shall be based upon the amount and value PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 6 of 20 of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data, including a detailed breakdown of all costs incurred and work performed during the period covered by the statement, as may be required by OC SAN. Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis. If OC SAN determines that the work under this Agreement, or any specified task hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by OC SAN’s Director of Engineering to be adequate for the protection of OC SAN; or ii. The percentage of the work accomplished for each task. OC SAN may, at the discretion of the Director of Engineering, retain an amount equal to that which ensures that the total amount paid to that date does not exceed the percentage of the completed work for each task or 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 task basis. In the event OC SAN'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, OC SAN shall have the right to withhold any scheduled proportionate profit payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by OC SAN, 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. 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 OC SAN a release of all claims against OC SAN 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 OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a ten thousand dollars ($10,000) civil penalty for each false claim submitted. This Section shall also be binding on all Subconsultants. PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 7 of 20 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 OC SAN 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 OC SAN; c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim. 5. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT's employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a) (3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants 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 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(e). 6. DOCUMENT OWNERSHIP – SUBSEQUENT CHANGES TO PLANS AND SPECIFICATIONS A. Ownership of Documents for the Construction Support Services performed. All documents, including but not limited to, original plans, studies, sketches, drawings, computer printouts and disk files, and specifications prepared in connection with or related to the Scope of Work or Construction Support Services, shall be the property of OC SAN. OC SAN’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. PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 8 of 20 OC SAN 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 Construction Support 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 plans or specifications, where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 7. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. 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, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN 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 OC SAN 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 Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, products liability/completed operations (including any product manufactured or assembled), broad form property damage, contractual liability, independent contractors liability, personal and advertising injury, mobile equipment, vicarious liability, and cross liability and severability of interest clauses. A statement on an PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 9 of 20 insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work (except Errors and Omissions/Professional Liability), CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automobile 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 automobile liability. D. Automobile/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). 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 OC SAN. F. Workers’ Compensation Insurance PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 10 of 20 The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. 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 Five Million Dollars ($5,000,000) 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 OC SAN a certificate of insurance in a form acceptable to OC SAN 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 OC SAN with original certificates and amendatory endorsements effecting coverage. Said certificates and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by OC SAN before work commences. CONSULTANT shall provide OC SAN with copies of its insurance certificates and amendatory endorsements affecting coverage. Confidential PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 11 of 20 information may be redacted from said policies, provided that verification of coverage and name of carriers and agent/broker may not be redacted. Said policies and endorsements shall conform to the requirements herein stated. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form or other equivalent certificate of insurance form • Additional Insurance (General Liability) The combination of (ISO Forms) CG 20 10 and CG 20 37 or equivalent All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN. • Additional Insured (Automobile Liability) Submit endorsement provided by carrier for OC SAN approval. • Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval. • Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance policy cancellation, within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any material change in the terms of insurance, including reduction in coverage, within two (2) working days of receipt of such notice or knowledge of same. Said notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Contracts, Purchasing & Materials Management Division J. Primary Insurance The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 12 of 20 K. Separation of Insured The general and automobile 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 OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses. OC SAN will not invoke the option expressed in this paragraph unless it has reasonable cause to question CONSULTANT’s financial strength. N. Defense Costs The general and automobile 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 OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. Nothing in this section, however, requires CONSULTANT in the absence of litigation to reveal its Errors and Omissions/Professional Liability limits beyond that required above in Section 7. 8. SCOPE CHANGES In the event of a change in the Scope of Work or other terms in the Agreement, as requested by OC SAN, the parties hereto shall execute an Amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 13 of 20 not limited to, any additional CONSULTANT's fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems. 9. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, 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 by CONSULTANT. CONSULTANT shall include a description of the scope of work to be done by each Subconsultant and each CONSULTANT’s project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant on a per task basis, broken down as indicated in Section 2 -COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN. 10. ENGINEERING REGISTRATION The CONSULTANT’s personnel are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever in the performance of this Agreement requires the services of a registered engineer, such services hereunder will be performed under the direct supervision of registered engineers. 11. AUDIT PROVISIONS A. OC SAN 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 OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN 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. B. CONSULTANT shall maintain complete and accurate records in accordance with Generally Accepted Accounting Principles (GAAP). The CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 14 of 20 records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all project related accounting records and documents, and any other financial data. 12. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to make CONSULTANT an employee of OC SAN. 13. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid. Notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Digna Olmos, Principal Contracts Administrator Copy: Shahrzad Namini, Project Manager Notices shall be mailed to CONSULTANT at: BROWN AND CALDWELL 18500 Von Karman Avenue Suite 1100 Irvine, CA 92612 Attention: Daniel Bunce, PE All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN’s staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT. 14. TERMINATION OC SAN 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. OC SAN may also terminate this Agreement for cause but only after providing CONSULTANT written notice of the breach and a period of ten (10) days to cure. 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. PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 15 of 20 Notice of termination shall be mailed to OC SAN and/or CONSULTANT in accordance with Section 13 - NOTICES. 15. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, computation, and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN. 16. COMPLIANCE A. Labor 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. B. Air Pollution CONSULTANT and its subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations: • Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6 • Truck & Bus Regulation (T&B): 13 CCR 2025 • Clean Truck Check (CTC): 13 CCR 2195-2199.1 • Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2 17. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each party is a person duly authorized to execute agreements for that party. 18. DISPUTE RESOLUTION PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 16 of 20 In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services. 19. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. 20. PROGRESS REPORTS Monthly progress reports shall be submitted for review by the tenth day of the following month and must include as a minimum: 1) current activities, 2) future activities, 3) potential items that are not included in the Scope of Work, 4) concerns and possible delays, 5) percentage of completion, and 6) budget status. 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, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, 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 OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, consultants, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses including without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or consultants fees and costs and OC SAN’s general and administrative expenses (individually, a “Claim”, or 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, consultants, 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 from: (A) the sole or active negligence or willful misconduct of the Indemnified Parties; or PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 17 of 20 (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 OC SAN 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 OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claims. Additionally, in no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT’s proportionate percentage of fault. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. CONSULTANT PERFORMANCE PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 18 of 20 The CONSULTANT’s performance shall be evaluated by OC SAN. A copy of the evaluation shall be sent to the CONSULTANT for comment. The evaluation, together with the comments, shall be retained by OC SAN and may be considered in future CONSULTANT selection processes. 25. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time. 26. CLOSEOUT When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN 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, OC SAN 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 this Agreement. Such support must be provided within the timeframe requested by OC SAN. 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 OC SAN (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 OC SAN 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 OC SAN for any purpose nor imply acceptance of, or agreement with, the CONSULTANT’s request for final Agreement Acceptance. 27. CONSULTANT’S OPINION OF COSTS OC SAN acknowledges that construction estimates, financial analyses and feasibility projections are subject to many influences including, but not limited to, price of labor and PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 19 of 20 materials, unknown or latent conditions of existing equipment or structures, and time or quality of performance by third parties. OC SAN acknowledges that such influences may not be precisely forecasted and are beyond the control of CONSULTANT and that actual costs incurred may vary substantially from the estimates prepared by CONSULTANT. CONSULTANT does not warrant or guarantee the accuracy of construction or development cost estimates. 28. 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. [Intentionally left blank. Signatures follow on the next page.] PCSA CONTRACT NO. P2-128A Revised 073024 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 Page 20 of 20 IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written above. CONSULTANT: BROWN AND CALDWELL By __________________________________________________ Daniel Bunce Date Senior Vice President ORANGE COUNTY SANITATION DISTRICT By __________________________________________________ Ryan P. Gallagher Date Board Chairman By __________________________________________________ Kelly A. Lore Date Clerk of the Board By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Used Attachment “C” – Not Used Attachment “D” – Allowable Direct Costs Attachment “E” – Fee Proposal Attachment “F” – Not Used Attachment “G” – Not Attached Attachment “H” – Not Used Attachment “I” – Cost Matrix and Summary Attachment “J” – Not Used Attachment “K” – Minor Subconsultant Hourly Rate Schedule Attachment “L” – Contractor Safety Standards Attachment “M” – Not Attached Attachment “N” – Not Attached DO SCOPE OF WORK PROJECT NO. P2-128A PCSA Page 1 of 12 SOUTH PERIMETER WALL AND SOIL IMPROVEMENTS AT PLANT NO. 2 PROJECT NO. P2-128A PROFESSIONAL CONSTRUCTION SERVICES AGREEMENT ATTACHMENT A – SCOPE OF WORK SCOPE OF WORK PROJECT NO. P2-128A PCSA Page 2 of 12 TABLE OF CONTENTS I. SUMMARY ............................................................................................................................. 3 II. PROJECT SCHEDULE .......................................................................................................... 3 III. PROJECT IMPLEMENTATION ............................................................................................. 3 PHASE 4 – CONSTRUCTION AND INSTALLATION SERVICES .............................................. 3 Task 4.1 – Project Management .................................................................................................. 4 Task 4.2 – Initial Project Meetings ............................................................................................... 5 Task 4.3 – Submittal Reviews ..................................................................................................... 6 Task 4.4 – Request for Information ............................................................................................. 7 Task 4.5 – Contract Document Modifications, Design Changes and Change Orders ................. 7 Task 4.6 – Construction Progress Meetings and Site Visits ........................................................ 8 Task 4.7 – Public Outreach ......................................................................................................... 8 Task 4.8 – Geotechnical .............................................................................................................. 8 Task 4.9 – Archeological/Paleontological/Tribal Monitoring ........................................................ 9 Task 4.10 – Biological Monitoring ................................................................................................ 9 PHASE 5 – COMMISSIONING SERVICES (NOT USED) ........................................................... 9 PHASE 6 – CLOSEOUT .............................................................................................................. 9 Task 6.1 – Final Inspection and Punch Lists ............................................................................... 9 Task 6.2 – Record Drawings ....................................................................................................... 9 Task 6.3 – Project Management ................................................................................................ 11 IV. STAFF ASSISTANCE .......................................................................................................... 11 V. QUANTITATIVE ASSUMPTIONS ....................................................................................... 11 VI. EXHIBITS ............................................................................................................................. 12 SCOPE OF WORK PROJECT NO. P2-128A PCSA Page 3 of 12 I. SUMMARY Provide construction engineering support services for the construction and installation, and closeout phases of this project. II. PROJECT SCHEDULE The schedule for the services specified in this Scope of Work (SOW) shall be provided per the construction contract schedule, and the following schedule constraints: Task(s) Period of Performance Submittals As described under Task 4.3 - Submittal Reviews Request for Information As described under Task 4.4 - Request for Information Record Drawings Draft Record Drawings shall be submitted to OC SAN within 60 days of receipt from OC SAN of the accepted Contractor’s As-Built Drawings. The final Record Drawings shall be submitted within 21 days of receipt of OC SAN’s comments on the Draft Record Drawings. III. PROJECT IMPLEMENTATION All Orange County Sanitation District (OC SAN) projects are divided into six phases. The CONSULTANT shall provide engineering support services for Phase 4 Construction and Installation Services, and Phase 6 Closeout. Phase 1 – Project Development – Completed Phase 2 – Preliminary Design – Completed Phase 3 – Final Design – Completed Phase 4 – Construction and Installation Services Phase 5 – Commissioning Services – Not Used Phase 6 – Closeout PHASE 4 – CONSTRUCTION AND INSTALLATION SERVICES OC SAN will administer and provide field inspection for the construction contract. Construction engineering support services shall be provided by the CONSULTANT as requested by OC SAN. The CONSULTANT shall provide the key project personnel as described in its proposal for this project. The CONSULTANT shall not reassign the key project personnel without prior approval of OC SAN. OC SAN may request reassignment of any of the CONSULTANT’s or its subconsultant’s personnel, based on poor performance. For all services, the CONSULTANT shall refer to the Engineering Design Guidelines, Chapter 01 for detailed requirements (version dated Sept. 2021 and approved by EDAC Dec. 2021). Quality Assurance/Quality Control (QA/QC): The CONSULTANT shall administer a program of QA/QC procedures for producing quality work and shall effectively manage and control the work. Specific procedures shall include but not be limited to planning, coordination, tracking, checking, reviewing, and scheduling the work. The CONSULTANT shall subject all work products prepared by the CONSULTANT to the CONSULTANT’s in-house QA/QC procedures SCOPE OF WORK PROJECT NO. P2-128A PCSA Page 4 of 12 prior to submittal to OC SAN. QA/QC hours and costs shall be incorporated into other tasks within this SOW. Task 4.1 – Project Management The CONSULTANT shall be responsible for detailed management of its work, including managing its subconsultants, and shall keep OC SAN apprised of the status of the work. The CONSULTANT shall conduct one-hour monthly project management meetings with OC SAN. These meetings shall be attended virtually by OC SAN’s Project Manager and the CONSULTANT’s Project Manager at a mutually agreeable time. The purpose of the meetings shall be to review the CONSULTANT’s Project Manager’s progress report and the status of the SOW, budget, and any issues which may affect completion of the work. Meetings should be arranged so that the progress report can be submitted shortly prior to or at each meeting. The CONSULTANT shall prepare and submit monthly invoices to OC SAN no later than the second Wednesday of the following month. The invoices shall document the hours and billing rate for each person that works on the project for each task in the work breakdown structure (WBS). Overhead, profit, and any direct costs shall also be shown for each task. As part of the summary section of the invoice, the CONSULTANT shall also include the following information: • Budget • Current billing period invoicing • Previous billing period “total invoiced to date” • Budget amount remaining • Current billing period “total percent invoice to date” • Current billing period “total percent completed to date” The monthly progress report shall be submitted with the invoice as part of the monthly request for payment. The monthly progress report shall include the following: • Work completed in the billing period • Work anticipated for the upcoming month • Outstanding project issues • Status and issues impacting project scope and budget • Percent complete, tabulated on a per task basis • Cost to complete, tabulated on a per task basis • Overall project budget, tabulated on a per task basis • Travel and site visit summary • Log documenting work completed to date on requests for information (RFIs), submittal reviews, and change order preparation • Log identifying and statuses project risks • Out of scope items log The CONSULTANT shall also provide the percent budget spent for each of OC SAN’s WBS cost codes (i.e. by work package and phase). OC SAN will provide a list of cost codes by phase to the CONSULTANT. The CONSULTANT shall also provide a summary of progress and expenditures to date. OC SAN will provide a sample invoice structure to the CONSULTANT after the issuance of the Notice to Proceed (NTP) for this SOW. SCOPE OF WORK PROJECT NO. P2-128A PCSA Page 5 of 12 4.1.1 – PMWeb Procedures This Agreement shall utilize PMWeb as the Project Control Management System (PCMS) for overall management of the Agreement. All PCMS related documents requiring formal signatures shall be digital, and all copies digitally distributed. The PCMS conforms to the requirements set forth in California Government Code section 16.5 regarding digital signatures; therefore, digital signatures are in full force and effect and are legally the same as a hand-written signature. At least one PCMS account shall have the authority to approve Amendments. OC SAN shall maintain the PCMS and serve as the administrator for the duration of this Agreement. OC SAN will provide the CONSULTANT with user access for approved personnel as needed for the duration of the Agreement. OC SAN shall control access to the PCMS by assigning user profiles and login credentials. CONSULTANT shall notify OC SAN of any changes to personnel. Access modifications shall be coordinated as needed throughout the Agreement. Do not share PCMS account passwords with anyone inside or outside of the company. Routine maintenance of the PCMS system may be required during the Agreement. Access to the PCMS system may be restricted or unavailable at these times and will be scheduled outside of typical working hours whenever possible. The PCMS is a web-based environment and is therefore subject to the inherent speed and connectivity problems of the Internet. The CONSULTANT is responsible for its own connectivity to the Internet. PCMS response time is dependent on the CONSULTANT’s equipment, including processor speed, Internet access speed, Internet traffic. OC SAN and the CONSULTANT will not be liable for any delays associated with the utilization of the PCMS including, but not limited to: slow response time, down time periods, connectivity problems, or loss of information. If the CONSULTANT is delayed due to a complete or partial outage of the PCMS, the CONSULTANT will make a reasonable effort, in coordination with OC SAN staff, to mitigate any schedule impacts arising from such outage. The OC SAN will provide a one-time training session of up to two (2) hours to train CONSULTANT’s designated staff on general system requirements, procedures, and methods. Automated system notifications generated via PCMS (e.g. in-system notices, system generated email, or email with attachment) shall constitute a formal written notification in compliance with the Professional Construction Service Agreement (PCSA). 4.1.2 – Project Management Plan (PMP) The CONSULTANT shall prepare a brief PMP and submit it to OC SAN. The PMP will contain initial Project Logs (as described under Task 4.1), CONSULTANT’s Schedule, CONSULTANT’s Quality Assurance/Quality Control (QA/QC) Plan, and CONSULTANT’s Health and Safety Plan (HASP). Task 4.2 – Initial Project Meetings 4.2.1 - Construction Hand-Off Workshop The CONSULTANT shall participate in a two-hour construction hand-off workshop. The purpose of the workshop is for the CONSULTANT and the OC SAN design team to transfer project-specific knowledge to the OC SAN construction management and inspection staff who SCOPE OF WORK PROJECT NO. P2-128A PCSA Page 6 of 12 will be managing and monitoring construction. Topics that might be covered in this meeting include the following: • Overview of objective of the project • Review of project elements • Review of sequencing constraints • Key issues to be addressed during construction • Identification of risks and discussions of contingency plans The workshop will be led by OC SAN’s Project Engineer and the CONSULTANT’s Project Manager and Project Engineers. 4.2.2 - PMWeb and Submittal Review Procedures Meeting The CONSULTANT shall participate in a one-hour PMWeb procedure meeting and submittal procedure meeting. The purpose of this meeting is to review the roles and logistics for review and acceptance of construction contract documents and Contractor submittals. The CONSULTANT’s Project Manager and Project Engineer shall attend. This meeting will be led by the OC SAN Resident Engineer and will be more specific to this contract than the overall PMWeb training identified in Section 4.1.1. The project will utilize PMWeb for submittal reviews, project communication, tracking, and management. When required by OC SAN, paper documents shall also be provided. In the event of a discrepancy between the electronic version and paper documents, the electronic documents within PCMS shall govern. 4.2.3 - Preconstruction Conference The CONSULTANT shall participate in a one-hour preconstruction conference attended by OC SAN staff, the CONSULTANT, the Contractor, subcontractors, and vendors. This meeting will be scheduled and presided over by OC SAN. In this meeting, OC SAN’s Resident Engineer will describe the CONSULTANT’s role in the project as the Design Engineer and the services the CONSULTANT shall provide during construction. OC SAN will prepare meeting minutes and the CONSULTANT shall review and comment on the minutes. 4.2.4 – Submittal Review Meetings The CONSULTANT shall attend the following 2-hour meetings: • Section 01120, Work Sequence: 1 meeting • Section 01140, Work Restrictions: 5 meetings • Section 01150, Permits: 1 meeting • Section 01300, Contractor’s Construction Schedule and Reports: 2 meetings • Section 02240, Soil Improvement: 1 meeting • Section 02370, Concrete Piles: 2 meetings • Section 02999, Temporary Handling of Flow: 1 meeting Task 4.3 – Submittal Reviews OC SAN will receive all submittals from the Contractor through PMWeb. OC SAN will forward submittals requiring the CONSULTANT’s review to the CONSULTANT via PMWeb. The CONSULTANT shall review the shop drawings and submittals for conformance with the requirements of the Contract Documents and provide review comments to OC SAN through PMWeb within ten (10) calendar days after receipt of a submittal. When a submittal is of a complete system, complex piece of equipment, or deemed necessary by the CONSULTANT, the CONSULTANT may request that OC SAN extend the CONSULTANT’s submittal review period. The CONSULTANT shall return comments to OC SAN allowing enough time for OC SCOPE OF WORK PROJECT NO. P2-128A PCSA Page 7 of 12 SAN to incorporate all comments into a combined review comment set that OC SAN will return to the Contractor. The CONSULTANT shall make a reasonable effort to accommodate occasional expedited reviews for time sensitive submittals and will notify OC SAN if additional time will be required to complete the review. Submittals shall include but not be limited to shop drawings, vendor tests, certifications, and test reports. All submittals will be made available electronically (PDF) through PMWeb. See Section V - Quantitative Assumptions in this SOW for the estimated number of submittals. Task 4.4 – Request for Information OC SAN will forward to the CONSULTANT certain Requests for Information (RFIs) generated by the Contractor or OC SAN. The CONSULTANT shall return written responses to OC SAN as soon as possible or within three (3) business days of receipt of the RFIs, clarifying the requirements of the Contract Documents. The CONSULTANT shall generate necessary sketches, figures, and modifications to the drawings for clarification. When required to avoid schedule delay or additional construction-related costs, the CONSULTANT shall expedite the review of time sensitive RFIs. If any changes to the Contract Documents are required, the CONSULTANT shall prepare these documents and submit them as PDF files to OC SAN. The CONSULTANT shall update all drawings and specifications upon OC SAN acceptance of any changes resulting from RFIs and change orders. See Section V- Quantitative Assumptions in this SOW for the estimated number of RFIs. Task 4.5 – Contract Document Modifications, Design Changes and Change Orders If the Contract Documents require modifications due to changed conditions, OC SAN requested changes, omissions, or design errors; the CONSULTANT shall prepare preliminary change order documents and forward them to OC SAN, as needed. OC SAN will review the preliminary change order documents and request the CONSULTANT to incorporate any changes. OC SAN will issue the change order documents in a formal Request for Proposal (RFP) or Field Change Order (FCO) to the Contractor. The CONSULTANT shall forward design calculations and other design backup documents as necessary to OC SAN. Any Contract Document that requires changes shall be identified with the date of change and reference (RFI number, RFP number, FCO number) shown on the document. Changes shown on the drawings shall be clearly marked and “clouded” for accurate identification of the scope of the change to the Contractor and inspection staff. The CONSULTANT shall maintain up-to-date Contract Documents. When a change is required on a Contract Drawing that has previously undergone a change, the updated drawing showing the previous change shall be used as the base document to identify new changes. The CONSULTANT shall submit complete change documentation to OC SAN for use in RFIs, RFPs, and FCOs. The change documentation shall include drawings, schematics, details, schedules, and specifications, as required. The CONSULTANT shall prepare cost estimates for the changes when requested by OC SAN. In the event of any changes to the Project’s permits - the CONSULTANT shall prepare all permit-related documents as directed by OC SAN, submit them to the associated agency, and work with the agency to obtain the necessary approval. See Section V- Quantitative Assumptions in this SOW for the estimated number of hours. SCOPE OF WORK PROJECT NO. P2-128A PCSA Page 8 of 12 Task 4.6 – Construction Progress Meetings and Site Visits The CONSULTANT shall attend construction progress meetings virtually, as requested by OC SAN’s Resident Engineer, or on-site if coinciding with another site visit immediately prior or after. The scope shall include travel time, and limited review of meeting minutes items related to design interpretation or other technical topics, as requested by OC SAN. Construction progress meeting minutes will be prepared by OC SAN. The CONSULTANT shall attend or be available by phone for 1-hour internal OC SAN construction progress meetings, when requested by the Resident Engineer. The CONSULTANT shall make field visits to assist in field problem resolution and design clarification/verification to help resolve construction issues as they arise and as requested by OC SAN. The CONSULTANT shall report the nature of the field site visits, the problem resolved, and identify staff requesting the site visit in the CONSULTANT’s monthly project report. OC SAN will provide project inspection, except as required in other sections of this SOW. See Section V- Quantitative Assumptions in this SOW for the estimated number of hours. Task 4.7 – Public Outreach OC SAN will be leading all public outreach efforts required for this construction. The CONSULTANT shall provide support for various public outreach activities, including but not limited to the following: serving as the community and stakeholder liaison and outreach; planning, coordination, and attendance of community meetings and providing supporting materials. See Section V – Quantitative Assumptions in this SOW for the number of hours to be allocated for public outreach. Task 4.8 – Geotechnical The CONSULTANT shall provide Geotechnical Engineering services to provide support for review, response, interpretation, and advice on project issues related to geotechnical conditions, geotechnical baseline report, geotechnical logs, and data reports, as well as to attend and participate in key meetings identified herein. The CONSULTANT shall provide reviews and responses in support of shop drawing submittals, RFIs, contract document modifications and change order duties led by the CONSULTANT. Scope includes the following: • Monitor soil improvement and jet grouting operations, as required by the contract documents. • Perform soil improvement lab strength testing off-site for quality assurance purposes. • Monitor excavation and temporary shoring operations. • Prepare daily field reports documenting the construction progress and presenting the data collected during the day’s monitoring. • At the end of the soil improvement operations, review the Contractor’s final report documenting the soil improvement process and quality control testing results. • Support for activities related to monitoring wells. • Assistance during soil improvement, excavation, shoring, and dewatering activities, as requested by OC SAN. SCOPE OF WORK PROJECT NO. P2-128A PCSA Page 9 of 12 Task 4.9 – Archeological/Paleontological/Tribal Monitoring The CONSULTANT shall secure the services of a qualified archeologist, meeting the Secretary of the Interior’s Professional Qualifications Standards for archaeology (U.S. Department of the Interior 2008), for the services specified in the attached Table 5-1, which includes construction monitoring and training of construction personnel. The CONSULTANT shall also secure the services of a paleontologist, as required in Table 5.1 (see attached). It is possible to retain a person that meets all the qualifications above. This is preferred since it will minimize site visits and establish a single point of contact for these services. If a discovery is made, the CONSULTANT shall advise if the services of a Native American monitor will be required per Table 5.1. In this case, the CONSULTANT could provide such services as an amendment to this PCSA upon request. Prior to construction, The CONSULTANT shall prepare a Cultural Resource Monitoring and Mitigation Plan, which will define the roles and responsibilities of tribal and archaeological monitors and agreed-upon response procedures in the event of a discovery. Task 4.10 – Biological Monitoring The CONSULTANT shall secure the services of a qualified biologist, demonstrating a minimum of three years of professional biological environmental assessment experience for projects located in the State of California. The qualified biologist will conduct up to five nesting habitat surveys and provide biological monitoring services. If an active nest is discovered, the CONSULTANT shall perform additional daily part-time monitoring for up to two weeks in total. PHASE 5 – COMMISSIONING SERVICES (NOT USED) PHASE 6 – CLOSEOUT Closeout tasks include completion of punch list work by the Contractor, final inspection, completion of Record Drawings, and electronic data. The CONSULTANT shall submit a final invoice at the completion of the project. Task 6.1 – Final Inspection and Punch Lists The CONSULTANT shall attend the final inspection job walk with the Contractor and OC SAN staff. The CONSULTANT shall make recommendations on the completion of the work including, but not limited to, completion of punch list items, and site cleanup. The CONSULTANT shall assist OC SAN in developing punch lists of items required to be completed prior to final acceptance of the project by OC SAN. See Section V- Quantitative Assumptions in this SOW for the estimated number of hours. Task 6.2 – Record Drawings When requested by OC SAN, the CONSULTANT shall attend preliminary as-built meetings with OC SAN and the Contractor to inspect the Contractor’s draft as-built drawings to verify that the Contractor has included all relevant information from approved change orders and RFIs. As part of the review process, the CONSULTANT shall verify that the Contractor’s draft as-built drawings correctly reflects the information included in the approved shop drawings, RFIs, approved FCOs, plan clarifications, plan changes, and other deviations from the conformed Contract Documents, and that the information in the as-built drawings is complete. Based on the findings, The CONSULTANT shall prepare a written report on the completeness of the field SCOPE OF WORK PROJECT NO. P2-128A PCSA Page 10 of 12 markup set. The CONSULTANT shall allow for eight meetings/visits to review the Contractor’s in progress as-built drawings. The CONSULTANT shall independently keep a set of draft as-built drawings throughout the project. After each meeting with the Contractor, the CONSULTANT shall transpose the Contractor’s information to the CONSULTANT’s draft as-built drawings. The CONSULTANT shall be responsible for marking-up any differences between the Contractor’s draft as-built drawings and the CONSULTANT’s set. After final completion of the project, OC SAN will transmit to the CONSULTANT the Contractor’s final as-built drawings. At that time, the CONSULTANT shall meet with OC SAN’s inspectors and Resident Engineer to review the Contractor’s final as-built drawings for completeness. The CONSULTANT shall prepare Draft Record Drawings based on the final as-built drawings for all drawings in accordance with the requirements in the CAD Manual. The CONSULTANT shall submit the Draft Record Drawings to the OC SAN Resident Engineer. The Draft Record Drawings will be reviewed for content and CAD compliance by OC SAN staff. A comment log will be returned to the CONSULTANT and, if any comments are generated, the CONSULTANT shall revise the Record Drawings and resubmit to the OC SAN Resident Engineer for review of the changes and acceptance of the Record Drawings. When no additional comments are identified, the CONSULTANT shall prepare the Final Record Drawings and submit them to the OC SAN Project Manager. All hard copies of the Contractor’s final as-built drawings shall be returned to OC SAN at this same time. All Record Drawings shall contain a stamp indicating: The stamp shall be placed in the title block and may be included by x-ref. In addition, a note shall be placed over the engineer’s seal stating that “This drawing was originally approved for construction by [name of engineer] on [date] and sealed by [name of engineer] a licensed professional engineer in the State of California No. [License number] “. The CONSULTANT shall submit an electronic copy of the Record Drawings to OC SAN for review and acceptance. The acceptance of the Record Drawings shall be deemed a condition precedent for completion of the services provided in Phase 6 - Closeout. The Contractor-generated as-built drawings described in the Engineering Design Guidelines and the shop drawings will not be updated by the CONSULTANT. Record drawings will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the Project was finally constructed. The CONSULTANT is not responsible for any errors or omissions in the information from others that are incorporated into the record drawings. The format and quantities for delivery of the submittals shall be as listed below: SCOPE OF WORK PROJECT NO. P2-128A PCSA Page 11 of 12 Contents Draft Record Drawings Final Record Drawings Hard Copy Sets None None All related electronic files, including CAD and compiled PDFs Transmit Electronic Files to OC SAN Transmit Electronic Files to OC SAN Task 6.3 – Project Management The CONSULTANT shall also include project management support hours related to closeout activities for a period of up to 4 months, per requirements stated in Phase 4, Project Management Task. IV. STAFF ASSISTANCE The OC SAN staff member or designee assigned to work with the CONSULTANT on the construction phase of this project is Shahrzad Namini at (714) 593-7495, email to: snamini@ocsan.gov. V. QUANTITATIVE ASSUMPTIONS The assumptions listed in the following table below shall be the basis for the assumed level of effort. Task Description Assumption 4.1 Project Management 32 months duration from the effective date of the NTP 4.1.1 PMWeb Procedures Meeting PM + PE: Attend 2-hour meeting 4.2.1 Construction Hand-off Meeting PM + PE: Prep and attend 2-hour meeting 4.2.2 PMWeb Submittal Procedures Meeting PM + PE: Attend 1-hour meeting 4.3 Submittals 260 – Original submittals items1 130 – Resubmittal items 50 – 3rd and later resubmittal items 4.4 Requests for Information 230 RFIs 4.5 Contract Document Modifications, Design Changes and Change Orders 570 hours 4.6 Construction Progress Meetings Site Visits During Construction 60 Progress Meetings @ 1 hour each 30 Site Visits @ 2 hours each 4.7 Public Outreach 40 hours 6.1 Final Inspection and Punch Lists 24 hours 6.2 Record Drawings 8 Preliminary As-Built Meetings @ 2 hours each 1 Final As-Built Meeting @ 6 hours 6.3 Project Management 4 months duration from the date of completion of Phase 4 1Note that each submittal set includes multiple submittal items which may be individually submitted by the Contractor. The counts listed in this table are considering the individual submittal items. The level of effort should assume these all are received individually. SCOPE OF WORK PROJECT NO. P2-128A PCSA Page 12 of 12 VI. EXHIBITS Exhibit 1 – Table 5.1 Exhibit 2 – Submittals List SN:lb OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3901 Agenda Date:11/6/2024 Agenda Item No:11. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: DIGESTER REPLACEMENT AT PLANT NO. 2, PROJECT NO. P2-128 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: Approve a Contingency increase of $6,288,000 (16%)to the existing Professional Design Services Agreement with Brown and Caldwell for the Digester Replacement at Plant No.2,Project No.P2- 128, for a new total contingency amount of $10,218,000 (26%). BACKGROUND The Orange County Sanitation District (OC San)is replacing some of the digesters at Plant No.2 due to condition and seismic vulnerability. In 2017,OC San completed a comprehensive Biosolids Master Plan (BMP)that recommended upgrading the existing digester complex by adding Temperature Phased Anaerobic Digestion (TPAD) facilities including new thermophilic digesters,batch tanks,and replacing some existing digesters. The TPAD facilities would be capable of creating Class A biosolids,rather than the current Class B biosolids which could provide greater reuse opportunities. In 2020,a Professional Design Services Agreement (PDSA)was awarded to Brown and Caldwell to complete the design of the TPAD digesters and associated facilities.As the project design progressed,the construction cost increased significantly,and OC San staff began evaluating cost saving options.Staff and the project team determined that the biosolids market has changed little since the BMP and the need to produce a higher grade biosolid was not needed at this time.It also makes sense to wait to see the outcome of the supercritical water oxidation research project. In early 2024,the project team decided the best approach was to construct the TPAD facilities in two phases:Phase 1 would construct new mesophilic digesters,and if needed,Phase 2 could convert the digesters to thermophilic operation by constructing necessary support facilities.This allows staff to continue to monitor the biosolids market,monitor legislation on chemicals of emerging concern, and research and track future technology concerning biosolids reuse.In March 2024,staff informed the OC San Board of this new project direction. Orange County Sanitation District Printed on 10/29/2024Page 1 of 3 powered by Legistar™ File #:2024-3901 Agenda Date:11/6/2024 Agenda Item No:11. RELEVANT STANDARDS ·Use all practical and effective means for resource recovery ·Ensure the public’s money is wisely spent ·Sound engineering and accounting practices, complying with local, state, and federal laws PROBLEM The existing PDSA needs to be amended to design Phase 1 for mesophilic digestion with provisions for Phase 2 (thermophilic digestion and support facilities).To complete the revised scope,additional design effort is needed.The current PDSA contingency amount is insufficient to complete the redesign. PROPOSED SOLUTION Approve a contingency increase to redesign the project. TIMING CONCERNS The existing digesters are undergoing significant rehabilitation to last until the new digesters are online.Delaying the approval to increase the PDSA contingency will further delay the P2-128 schedule,which could push the availability of the new digesters past the useful life of the existing digesters, requiring additional maintenance or rehabilitation of the existing digesters. RAMIFICATIONS OF NOT TAKING ACTION The project will not be able to proceed,and a future replacement project will be required since some of the digesters are nearing the end of their useful life.Seismic vulnerability in the existing digesters will remain. PRIOR COMMITTEE/BOARD ACTIONS July 2020 -Approved a Professional Design Services Agreement with Brown and Caldwell to provide engineering services for Temperature Phased Anaerobic Digestion (TPAD)Digester Facility at Plant No.2,Project No.P2-128,for an amount not to exceed $39,300,000;and approved a contingency of $3,930,000 (10%). ADDITIONAL INFORMATION N/A CEQA The project is included in the Addendum to the Final Program Environmental Impact Report for Biosolids Master Plan, State Clearinghouse No. 2017071026. Orange County Sanitation District Printed on 10/29/2024Page 2 of 3 powered by Legistar™ File #:2024-3901 Agenda Date:11/6/2024 Agenda Item No:11. FINANCIAL CONSIDERATIONS This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 8,Page 70,Digester Replacement at Plant No. 2, Project P2-128) and the budget is sufficient for the recommended action. Date of Approval Contract Amount Contingency 07/22/2020 $ 39,300,000 $ 3,930,000 (10%) 11/20/2024 $ 6,288,000 (16%) ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Presentation SN:lb Orange County Sanitation District Printed on 10/29/2024Page 3 of 3 powered by Legistar™ 10/29/2024 1 Digester Replacement at Plant No. 2, Project No. P2-128 Presented by: Mike Dorman, Director of Engineering Operations Committee November 6, 2024 Professional Design Services Contingency Increase v Orange CountySanitation District70thAnniversary 2 Project Drivers •46-65 years old •Some are nearing end of useful life •Seismic deficiencies cannot be cost effectively addressed (2015 Study) •Liquefaction risks 18 Digesters Raw Sludge Digesters (98 ̊F)Class B Biosolids After Dewatering15+ Days Digester Gas 1 2 10/29/2024 2 v Orange CountySanitation District70th Anniversary 3 Mesophilic Digestion 98 ̊F Centrifuge Truck Loading (Class B) (non-food crop or composting) v Orange CountySanitation District70th Anniversary 4 Thermophilic Digestion Mesophilic Digestion 131 ̊ F 98 ̊F Batch Tanks/ Sludge Cooling Centrifuge Truck Loading (Class A) (food and non-food crops and landscaping amendments) TPAD = Temperature Phased Anaerobic Digestion 3 4 10/29/2024 3 v Orange CountySanitation District70th Anniversary 5 New Mesophilic Digestion Existing Mesophilic Digestion 98 ̊F 98 ̊F Centrifuge Truck Loading (Class B) v Orange CountySanitation District70th Anniversary 6 Thermophilic Digestion Mesophilic Digestion 131 ̊ F 98 ̊F Batch Tanks/ Sludge Cooling Supercritical Water Oxidation (SCWO) Other Technology (deep well injection) OR Centrifuge OR Destruction of chemicals of emerging concern (PFAS and Microplastics) Mesophilic Digestion Truck Loading (Class A) 5 6 10/29/2024 4 v Orange CountySanitation District70th Anniversary 7 Additional Scope: •Expand CenGen sludge heating system to heat the new digesters •Design interface points for future Phase 2 Digesters (Phase 1) 2028-2036 Batch Tanks Digesters Electrical Bldg Boilers Cooling Tower Feed Facility Electrical Gas Treatment TPAD (Phase 2) 2036-2043 Replace (2) Boilers Add the 6th new digester Feed existing digesters Modify gas piping design to interface with existing digesters We are building what we need now v Orange CountySanitation District70thAnniversary 8 '52'51'50'49'48'47'46'45'44'43'42'41'40'39'38'37'36'35'34'33'32'31'30'29'28'27'26'25'24 Digesters (Phase 1) Remaining Design Construction TPAD (Phase 2) Construction Class A Replace Dig P, Q, R, S Construction Replace Holders I, J, K Construction 7 8 10/29/2024 5 v Orange CountySanitation District70thAnniversary 9 CostDescription $5.7MAdditional Design Costs $0.6MAdditional Design Contingency $6.3MTotal Contingency Increase Orange CountySanitation District70thAnniversary Recommend to the Board of Directors to: Approve a Contingency increase of $6,288,000 (16%) to the existing Professional Design Services Agreement with Brown and Caldwell for the Digester Replacement at Plant No. 2, Project No. P2-128, for a new total contingency amount of $10,218,000 (26%). 10 9 10 10/29/2024 6 1954 - 2024 Orange County Sanitation District 70th Anniversary 11 11 OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3695 Agenda Date:11/6/2024 Agenda Item No:12. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: DIGESTERS REHABILITATION AT PLANT NO. 2, PROJECT NO. P2-137 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: Approve a Contingency Increase of $1,296,000 (48%)to the existing Professional Design Services Contract with CDM Smith,Inc.,for the Digesters Rehabilitation at Plant No.2,Project No.P2-137,for a total contingency of $1,566,000 (58%). BACKGROUND The Orange County Sanitation District (OC San)has 18 anaerobic digesters at Plant No.2 that were built from 1959 through 1979 and are used to convert sludge to biosolids and biogas for reuse. Anaerobic digesters are large enclosed concrete structures with pumping,mixing,heating,and gas handling systems.The Digesters Rehabilitation at Plant No.2,Project No.P2-137,is required to extend the life of the digester complex at Plant No.2.The project will repair the digester domes, walls,and bridges,improve miscellaneous safety related items,and replace electrical motor control centers that are obsolete. RELEVANT STANDARDS ·24/7/365 treatment plant reliability ·Protect OC San assets ·Ensure the public’s money is wisely spent PROBLEM At the April 2024 Operations and Administrative Committee meetings,Board members were informed that the current Digester Replacement at Plant No.2,Project No.P2-128,would be constructed in two phases to allow staff to continue to monitor the biosolids market,monitor legislation on chemicals of emerging concern,and research and track future technology concerning biosolids disposal.Due to this extended timeline,the existing digesters being rehabilitated under Project No.P2-137 need a more comprehensive rehabilitation to extend their service life to the year 2043. Orange County Sanitation District Printed on 10/29/2024Page 1 of 3 powered by Legistar™ File #:2024-3695 Agenda Date:11/6/2024 Agenda Item No:12. PROPOSED SOLUTION Approve a Contingency Increase to provide additional rehabilitation design services.Rehabilitation will be expanded to repair deficiencies in the cable trays,replace digester gas balance lines,replace digester view ports, and add access platforms to the flame arrestors. TIMING CONCERNS The digesters are nearing the end of their life,a delay to this project could result in premature failure and require digesters to be taken offline until an unscheduled repair can occur. RAMIFICATIONS OF NOT TAKING ACTION An additional project would be required to complete these additional rehabilitation elements. Creating a new project would result in additional soft costs for the design and construction.Until the work is complete,OC San Maintenance Staff would continue to use costly methods for access and maintenance. PRIOR COMMITTEE/BOARD ACTIONS March 2022 -Approved a Professional Design Services Agreement with CDM Smith,Inc.to provide engineering services for Digesters Rehabilitation at Plant No.2,Project No.P2-137,for an amount not to exceed $2,700,000; and approved a contingency of $270,000 (10%). ADDITIONAL INFORMATION N/A CEQA The project is exempt from CEQA under the Class 1 categorical exemptions set forth in California Code of Regulations Section 15301.A Notice of Exemption was filed with the OC Clerk-Recorder March 28, 2022. FINANCIAL CONSIDERATIONS This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 8,Page 74,Digesters Rehabilitation at Plant No.2,Project No.P2-137)will increase the project budget and will be funded from the CIP budget. Date of Approval Contract Amount Contingency 03/23/2022 $2,700,000 $ 270,000 (10%) 11/20/2024 $1,296,000 (48%) Orange County Sanitation District Printed on 10/29/2024Page 2 of 3 powered by Legistar™ File #:2024-3695 Agenda Date:11/6/2024 Agenda Item No:12. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Presentation RL:lb Orange County Sanitation District Printed on 10/29/2024Page 3 of 3 powered by Legistar™ 10/29/2024 1 Digesters Rehabilitation at Plant No. 2, Project No. P2-137 Presented by: Mike Dorman, Director of Engineering Operations Committee November 6, 2024 Professional Design Services Contingency Increase v Orange CountySanitation District70thAnniversary •18 digesters •Built from 1959 through 1979 •Converts sludge to biosolids and biogas for reuse •April 2024 Operations Committee Information Item to postpone replacement of existing digesters •Rehab to extend useful life until digesters are replaced 2 P Q R S L M O J I D K E C N H F T G 1 2 10/29/2024 2 v Orange CountySanitation District70thAnniversary 3 '52'51'50'49'48'47'46'45'44'43'42'41'40'39'38'37'36'35'34'33'32'31'30'29'28'27'26'25'24 Digesters (Phase 1) Remaining Design Construction TPAD (Phase 2) Construction Class A Replace Dig P, Q, R, S Construction Replace Holders I, J, K Construction Existing Digesters must last until here Existing Holders must last until here v Orange CountySanitation District70thAnniversary •Corrosion •Leaking/extra O&M labor •Not functioning •One instead of three per digester 4 3 4 10/29/2024 3 v Orange CountySanitation District70thAnniversary 5 Currently requires man-lift to access Add Platform (4 locations) v Orange CountySanitation District70thAnniversary 6 •Severe corrosion •Requires replacement •Located between Digesters P, Q, R and S 5 6 10/29/2024 4 v Orange CountySanitation District70thAnniversary 7 Non-tray rated cables require replacement v Orange CountySanitation District70thAnniversary 8 AdditionalP2-137AP2-137Description $1,296,000$2,970,000Design $4,266,000Total Design w/ Contingency $6,600,000$2,597,864$23,181,024Construction $32,378,888Total Construction CostDescription $1,200,000Additional Design Costs $96,000Additional Design Contingency $1,296,000Total Contingency Increase 7 8 10/29/2024 5 Orange CountySanitation District70thAnniversary Recommend to the Board of Directors to: Approve a Contingency Increase of $1,296,000 (48%) to the existing Professional Design Services Contract with CDM Smith, Inc., for the Digesters Rehabilitation at Plant No. 2, Project No. P2-137, for a total contingency of $1,566,000 (58%). 9 1954 - 2024 Orange County Sanitation District70thAnniversary 9 10 OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3902 Agenda Date:11/6/2024 Agenda Item No:13. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: OPERATIONS AND MAINTENANCE FACILITY IMPROVEMENTS AT PLANT NO.2,PROJECT NO. P2-138 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: Approve a contingency increase of $2,532,649 (32%)to the existing Professional Design Services Agreement with Stantec Architecture,Inc.for the Operations and Maintenance Facility Improvements at Plant No. 2, Project No. P2-138, for a total contingency of $3,324,102 (42%). BACKGROUND The Orange County Sanitation District’s (OC San)existing two story Operations Center and cart barn was originally constructed in 1977 and was remodeled and expanded in 1992 and 1994.The existing Maintenance building was originally constructed in 1998.Both the Operations and Maintenance Buildings have seismic and geotechnical deficiencies and are at risk of damage during a seismic event. The project initially planned to build a new Operations Building in the north area of Plant No.2, allowing space for future Maintenance and Construction Management buildings,and to retrofit the existing Maintenance Building.Currently,Construction Management and Risk Management staff are located in trailers.Due to high mitigation costs associated with retrofitting the existing Maintenance Building,replacement was recommended.This approach enables the construction of a single, centrally located facility for Operations,Maintenance,Construction Management,and Risk Management staff on the site of the existing Maintenance Building and parking lot,rather than executing the project in phases.The project budget was increased in Budget FY 2024-25 and 2025- 26 to include the increased cost for a single building.This change preserves maintenance efficiency, emergency response times,frees up more space for future process improvements,and improves staff collaboration.This will also preserve the existing construction staging area space at the north area of the Plant. Orange County Sanitation District Printed on 10/29/2024Page 1 of 3 powered by Legistar™ File #:2024-3902 Agenda Date:11/6/2024 Agenda Item No:13. RELEVANT STANDARDS ·Protect OC San assets ·Sound engineering and accounting practices, complying with local, state, and federal laws ·Commitment to safety & reducing risk in all operations PROBLEM The current Professional Design Services Agreement contingency amount is insufficient for the design changes needed to design the Operations and Maintenance (O&M) Facility Improvements. PROPOSED SOLUTION Approve a contingency increase to provide additional design services. TIMING CONCERNS This project needs additional funding to proceed with the design phase.Without this funding,the buildings will remain vulnerable to damage or collapse in the event of an earthquake. RAMIFICATIONS OF NOT TAKING ACTION Without this project OC San operations and maintenance work could be impacted if a major earthquake occurs. PRIOR COMMITTEE/BOARD ACTIONS December 2022 -Approved a Professional Design Services Agreement with Stantec Architecture Inc. to provide engineering services for Operations and Maintenance Facility Improvements at Plant No. 2,Project No.P2-138,for an amount not to exceed $7,914,529;and approved a contingency of $791,453 (10%). ADDITIONAL INFORMATION N/A CEQA The Project is included in the Facilities Master Plan 2020 Program Environmental Impact Report, State Clearinghouse Number 2019070998.The Consultant is currently reviewing the O&M Facility Improvement project and will determine if an addendum is required. FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 8,Page 75,Operations &Maintenance Complex at Plant No. 2, Project No. P2-138) and the budget is sufficient for the recommended action. Orange County Sanitation District Printed on 10/29/2024Page 2 of 3 powered by Legistar™ File #:2024-3902 Agenda Date:11/6/2024 Agenda Item No:13. Date of Approval Contract Amount Contingency 12/15/2022 $7,914,529 $ 791,453 (10%) 11/20/2024 $2,532,649 (32%) ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Presentation RL:lb Orange County Sanitation District Printed on 10/29/2024Page 3 of 3 powered by Legistar™ 10/29/2024 1 Operations and Maintenance Facility Improvements at Plant No. 2, Project No. P2-138 Presented by: Mike Dorman, Director of Engineering Operations Committee November 6, 2024 Professional Design Services Contingency Increase v Orange CountySanitation District70thAnniversary 2 Construction Management Trailers Operations Construction Staging Areas 1 2 10/29/2024 2 v Orange CountySanitation District70thAnniversary Both Operations Center and Maintenance Building at Plant No. 2 are at risk during a seismic event and need to be replaced. 3 Existing Operations Center opened in 1977 (No building permit. City will not approve new permits.)Existing Maintenance Building opened in 1998 v Orange CountySanitation District70thAnniversary 4 NOW 2024 OLD 2022 Plant No. 2 3 4 10/29/2024 3 v Orange CountySanitation District70thAnniversary •Preserves existing process real estate and area is available for construction staging •New complex includes Construction Management and Risk Management staff 5 Maintenance Bldg Construction Management & Risk New O&M Complex Operations Center Ops Cart Barn v Orange CountySanitation District70thAnniversary 6 5 6 10/29/2024 4 v Orange CountySanitation District70thAnniversary New O&M ComplexNew Operations & Retrofit Maintenance $10.35M (+2.45M)$7.9MDesign Costs $78.3M$47.5MConstruction Costs 84,40061,600 (31,500 + 30,100)Square Footage 220153Estimated Persons 7 Headquarters (Plant No. 1) $108M 107,300 350 Orange CountySanitation District70thAnniversary Recommend to the Board of Directors to: Approve a contingency increase of $2,532,649 (32%) to the existing Professional Design Services Agreement with Stantec Architecture, Inc. for the Operations and Maintenance Facility Improvements at Plant No. 2, Project No. P2-138, for a total contingency of $3,324,102 (42%). 8 7 8 10/29/2024 5 1954 - 2024 Orange County Sanitation District 70th Anniversary 9 9 OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3903 Agenda Date:11/6/2024 Agenda Item No:14. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: PROGRESSIVE DESIGN-BUILD OWNER ADVISOR,PROGRAM MANAGEMENT,AND PROFESSIONAL ENGINEERING SUPPORT SERVICES, PROJECT NO. PDB24-00 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with Hazen and Sawyer to provide engineering services for Progressive Design-Build Owner Advisor, Program Management, and Professional Engineering Support Services, Project No. PDB24-00, for an amount not to exceed $19,340,000; and B. Approve a contingency of $1,934,000 (10%). C. Find approval of the Professional Services Agreement with Hazen and Sawyer is not a project subject to the California Environmental Quality Act. BACKGROUND Recently,the State of California approved SB-991,expanding local agencies’Design-Build authority to utilize additional collaborative delivery methods such as Progressive Design-Build (PDB).PDB allows the public owner to select a design-builder based on qualifications and collaboratively progress through design development to establish a Guaranteed Maximum Price.This approach offers direct collaboration with the design-builder during the design and construction phases, facilitates early identification of construction-related risks,provides opportunities to shorten project schedules,and ensures a single point of responsibility for design and construction is borne by the design-builder. To ensure the success of PDB,the Design Build Institute of America’s best practice is to hire an Owner Advisor,especially for organizations new to Design-Build project delivery methods.Initially, two projects have been identified for PDB delivery:Ocean Outfalls Rehabilitation,Project No.J-137, and Laboratory Replacement at Plant No. 1, Project No. J-133. Orange County Sanitation District Printed on 10/29/2024Page 1 of 5 powered by Legistar™ File #:2024-3903 Agenda Date:11/6/2024 Agenda Item No:14. RELEVANT STANDARDS ·Comply with California Government Code §4526:Select the “best qualified firm”and “negotiate fair and equitable fees” ·Protect OC San assets ·Ensure the public’s money is wisely spent ·Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard PROBLEM To successfully implement the PDB program,the Orange County Sanitation District (OC San) requests to hire an Owner Advisor with experience in PDB delivery methods.OC San does not have specific expertise in ocean outfall rehabilitation and laboratory buildings and needs assistance with technical design support and construction management. PROPOSED SOLUTION Award a Professional Services Agreement for Progressive Design-Build Owner Advisor,Program Management,and Professional Engineering Support Services,Project No.PDB24-00.The Owner Advisor will establish the PDB program,develop PDB contract template documents,develop PDB standards,and guide OC San staff through the execution process,including solicitation,design,and construction support for select projects using the PDB method.The Owner Advisor will also provide technical support during design and construction management services for the ocean outfall and laboratory projects.Additionally,the Owner Advisor will provide 2,000-hours of on-call PDB support for future projects identified for PDB implementation. TIMING CONCERNS Delaying the approval of this agreement would delay completion of several projects and would impact the reliability of Operations for the ocean outfall system. RAMIFICATIONS OF NOT TAKING ACTION Without Owner Advisor support,OC San will be unable to execute projects using the PDB delivery method and will miss out on the advantages that this form of delivery offers. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Consultant Selection: Prior to the Request for Proposal (RFP)advertisement,OC San staff conducted extensive outreach to other public owners to benefit from their experience and various consultants to research the availability of potential proposers.On May 2,2024,OC San issued an RFP for Progressive Design- Orange County Sanitation District Printed on 10/29/2024Page 2 of 5 powered by Legistar™ File #:2024-3903 Agenda Date:11/6/2024 Agenda Item No:14. availability of potential proposers.On May 2,2024,OC San issued an RFP for Progressive Design- Build Owner Advisor,Program Management,and Professional Engineering Support Services,Project No. PDB24-00. The following evaluation criteria were described in the RFP and used to determine the most qualified consultant. CRITERION WEIGHT Program/Project Understanding and Approach 40% Related Program/Project Experience 25% Program/Project Team and Staff Qualifications 35% The pre-proposal meeting attracted a lot of interest.Two proposals were received on July 30,2024, and evaluated in accordance with the evaluation process set forth in OC San’s Board of Directors Purchasing Ordinance by a pre-selected Evaluation Team consisting of OC San staff;Engineering Managers, Contracts Supervisor, Senior Engineers, and CIP Project Managers. The Evaluation Team also included one non-voting representative from the Contracts Administration Division and three non-voting technical advisors from the Engineering Department. The Evaluation Team scored the proposal on the established criteria as summarized in the table below: Firm Program/Project Understanding and Approach (Max 40) Related Program/Project Experience (Max 25) Program/Project Team and Staff Qualifications (Max 35) Total Score (Max 100) 1 Hazen and Sawyer 29 20 25 74 2 T. Y. Lin 21 15 19 55 Based on the evaluation results,there was a clear natural break in the scores between the highest- scoring proposer and the other proposer.Therefore,the Evaluation Team did not deem it necessary to conduct interviews. The proposer with the highest score,Hazen and Sawyer,demonstrated a clear understanding of the Scope of Work and development of the project goals in the first 90 days,along with the Owner Advisor specific risk register.Their technical proposal was well written and showed a strong understanding of OC San’s expectations and level of effort required to support the Scope of Work in the RFP. Additionally,the proposal highlighted their relevant project experience and a well-defined project execution plan,including the necessary alignment and key decisions needed for all tasks outlined in the Scope of Work.Moreover,Hazen and Sawyer demonstrated effective collaboration among their team members,having worked together on similar projects for a long time as supported by their references.The team’s experience was well organized and represented all required project roles Orange County Sanitation District Printed on 10/29/2024Page 3 of 5 powered by Legistar™ File #:2024-3903 Agenda Date:11/6/2024 Agenda Item No:14. references.The team’s experience was well organized and represented all required project roles identified in the RFP. Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals.In accordance with Purchasing Ordinance, the fee proposal of only the highest-ranked firm was opened after approval by the Director of Engineering of the Evaluation Committee’s recommendation. To meet the goals and objectives of the Project,on September 9,2024,OC San staff began negotiations with Hazen and Sawyer to clarify the requirements of the Scope of Work,the assumptions used for the estimated level of effort,and the proposed approach to meet the goals and objectives for the project.Negotiations included multiple meetings,phone calls,and emails to verify assumptions and level of effort, resulting in a $1,803,684 increase in the overall level of effort. Original Fee Proposal Negotiated Fee Total Hours 53,958 61,100 Total Fee $17,596,316 $19,340,000 The negotiated fee adjusted the overall level of effort for each task identified within the RFP.While there were some reductions in effort based on clarification of project scope and associated level of effort,the most significant impact to the number of hours was clarification of the construction management efforts.A revised basis of assumption is the Owner Advisor providing full construction management support,which works out to approximately 2.5 full-time equivalents hours over a two- year period,representing a 6,000-hour increase.Two additional mobilizations were also added for diver quality assurance support on the Ocean Outfall Rehabilitation project to reduce overall risk to OC San. The Consultant’s fringe and overhead costs,which factor into the billing rate,have been substantiated.The contract profit is 5%,which is based on an established formula for OC San’s standard design agreements. Staff is requesting a 10% contingency to address unknowns. 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 Hazen and Sawyer. CEQA OC San’s approval of the proposed Professional Services Agreement with Hazen and Sawyer is not a project under the California Environmental Quality Act.The proposed Professional Services Agreement is an administrative activity of OC San that involves retaining a professional firm to assist with preparation of necessary engineering documentation for various potential projects.The projects covered by the Professional Services Agreement will be separately and independently evaluated in accordance with CEQA before those projects are approved or implemented.A summary of the anticipated CEQA approach for each of the tasks for which Hazen and Sawyer would be retained are outlined below.The Professional Services Agreement does not commit OC San to any particular development activity in connection with any of the following tasks.Thus,the proposed Professional Services Agreement is not a project in accordance with State CEQA Guidelines,section 15378(b). Orange County Sanitation District Printed on 10/29/2024Page 4 of 5 powered by Legistar™ File #:2024-3903 Agenda Date:11/6/2024 Agenda Item No:14. Services Agreement is not a project in accordance with State CEQA Guidelines,section 15378(b). Staff will prepare,execute,and file a Notice of Exemption documenting this determination with both the Orange County Clerk and the State Clearinghouse. Task 1: Program Management Support - N/A Task 2:Ocean Outfalls Rehabilitation,Project No.J-137;Staff anticipates that the project would be exempt from CEQA under the Class 1 categorical exemptions set forth in California Code of Regulations section 15301. Task 3:Laboratory Replacement at Plant No.1,Project No.J-133;Staff anticipates that an Initial Study would be performed to determine the appropriate level of CEQA documentation for this activity. These requirements will be completed prior to the award of the construction contract. FINANCIAL CONSIDERATIONS Task 1:This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 6,Page 20,Professional & Contractual Services line item for the Contracts,Purchasing,and Material Management Department) and the budget is sufficient for the recommended action. Task 2:Ocean Outfalls Rehabilitation,Project No.J-137;This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26, Section 8,Page 44,CIP Project Detail -Ocean Outfall Rehab.,J-137)and the budget is sufficient for the recommended action. Task 3:Laboratory Replacement at Plant No.1,Project No.J-133;This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024- 25 and 2025-26,Section 8,Page 42,CIP Project Detail -Laboratory Repl.at P1,J-133)and the budget is sufficient for the recommended action. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Draft Professional Service Agreement ·Presentation VP:nd:lb Orange County Sanitation District Printed on 10/29/2024Page 5 of 5 powered by Legistar™ PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 1 of 20 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective on November 20, 2024, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as “OC SAN”), and HAZEN AND SAWYER, (hereinafter referred to as “CONSULTANT”). OC SAN and CONSULTANT are referred to herein collectively as the “Parties” or individually as a “Party.” WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT to assist OC SAN develop a Progressive Design-Build Program, provide support to implement such program on specific projects, and provide engineering support services during the development, design, and construction phases of such projects (“Services”) under Project No. PDB24-00, Progressive Design-Build Owner Advisor, Program Management, and Professional Engineering Support Services; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements by virtue of required experience, training, and expertise and has agreed to provide the necessary services; and WHEREAS, OC SAN has adopted procedures for the selection of consultants to provide professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform the Services; and WHEREAS, at its regular meeting on November 20, 2024, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement. 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 A. CONSULTANT agrees to furnish the necessary services to accomplish the elements outlined in the Scope of Work attached hereto as Attachment “A” and by this reference made a part of this Agreement (“Scope of Work”). B. CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of the work and Services furnished by CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve 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 CONSULTANT or its Subconsultants. C. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest engineering and professional standards for clarity, uniformity, accuracy, and completeness, and in a PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 2 of 20 reasonable, professional, and workmanlike manner. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comments 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.) D. In the event that CONSULTANT’s services and/or work product(s) are not performed to the satisfaction of OC SAN and/or do not conform to the requirements of this Agreement or the applicable industry standards, CONSULTANT shall, without additional compensation, promptly correct or revise or have corrected or revised any errors or deficiencies in its work product(s), including, but not limited to, designs, drawings, specifications, or other services within the timeframe specified by the Project Manager. E. Any CADD drawings, figures, and other work shall be produced using OC SAN’s CAD Manual. Conversion of CADD work from any other non-standard CADD format to OC SAN format shall not be acceptable in lieu of this requirement. Electronic files shall conform to OC SAN specifications. Any changes to these specifications by CONSULTANT are subject to review and require advance written approval of OC SAN. Electronic files shall be subject to an acceptance period of 30 calendar days during which OC SAN shall perform appropriate reviews, including CAD Manual compliance. CONSULTANT shall correct or have corrected any discrepancies or errors detected and reported within the acceptance period at no additional cost to OC SAN. F. All Services performed by CONSULTANT and/or for the projects under the Agreement, including, but not limited to, all drafts, data, correspondence, templates, proposals, estimates, and reports compiled or composed by CONSULTANT and/or for the projects under the Agreement, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to CONSULTANT, at the time that it was disclosed to CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to CONSULTANT other than through disclosure by OC SAN. 2. TERM The term of the Agreement shall be for three (3) years. At the sole discretion of OC SAN, the Agreement may be renewed for two (2) optional terms of two (2) years each. The second two-year renewal option may be exercised by OC SAN only if the PDB sunset date is extended by the California Legislature. OC SAN shall have no obligation to renew the Agreement nor to give a reason if it elects not to renew it. PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 3 of 20 3. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Nineteen Million Three Hundred Forty Thousand Dollars ($19,340,000). 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, OC SAN 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 the projects under this Agreement and paid to the personnel of CONSULTANT. Upon OC SAN’s request, CONSULTANT shall provide OC SAN with certified payroll records of all employees’ work that is charged to the projects under this Agreement. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, OC SAN 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, OC SAN shall pay profit for all services rendered by CONSULTANT and Subconsultants for the projects under this Agreement 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. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 4 of 20 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 “K” – Minor Subconsultant Hourly Rate Schedule and as specified in the Scope of Work. OC SAN 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 OC SAN 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. Upon request, CONSULTANT shall provide to OC SAN 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 this Section 3. G. Other Direct Costs OC SAN shall pay to CONSULTANT and Subconsultants for Other Direct Costs incurred by CONSULTANT and its Subconsultants due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include other services not previously identified. Refer to attachment “D” Allowable Direct Costs for payment information. H. Reimbursable Direct Costs OC SAN will reimburse CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment “D” – Allowable Direct Costs attached to this Agreement. The reimbursement of the above-mentioned expenses will be based on an “accountable plan” as considered by the Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a “per diem” component approved by IRS. The most recent schedule of the per diem rates utilized by OC SAN can be found on the U.S. General Service Administration website at https://www.gsa.gov/travel/plan-book/per-diem-rates. CONSULTANT shall be responsible for the most economical and practical means or management of reimbursable costs inclusive but not limited to travel, lodging, and meals arrangements. OC SAN 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 OC SAN any excess reimbursements after the reimbursement has been paid by OC SAN. Travel and travel arrangements – Any travel involving airfare, overnight stays, or multiple day attendance must be approved by OC SAN in advance. Local Travel is considered travel by CONSULTANT within OC SAN geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 5 of 20 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 OC SAN for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of OC SAN based on reasonableness of meeting schedules and the amount of time required for travel by CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of OC SAN. Travel Meals – Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment “D” - Allowable Direct Costs of this Agreement. I. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the Services will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify OC SAN 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 OC SAN’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 CONSULTANT’s invoice and monthly progress report. Failure to notify OC SAN that the Services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. 4. REALLOCATION OF TOTAL COMPENSATION OC SAN, 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. 5. 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 OC SAN. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Section 15 - AUDIT PROVISIONS. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 3 - COMPENSATION hereof no later than the second Wednesday of the following month and in the format required by OC SAN. The format must include, as a minimum: (a) current billing period invoicing, (b) current billing period “total percent invoiced to date”, (c) future activities, (d) previous billing period “total invoiced to date”, (e) potential PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 6 of 20 items that are not included in the Scope of Work, (f) concerns and possible delays, (g) percentage of completion to date, and (h) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN. Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis. If OC SAN determines that the work under this Agreement, or any specified task hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by OC SAN’s Director of Engineering to be adequate for the protection of OC SAN, or ii. The percentage of the work accomplished for each task OC SAN may, at the discretion of the Director of Engineering, retain an amount equal to that which ensures that the total amount paid to that date does not exceed the percentage of the completed work for each task or the work under this Agreement 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 3 - COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per task basis. In the event OC SAN’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, OC SAN shall have the right to withhold any scheduled proportionate payment. D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by OC SAN, 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 OC SAN a release of all claims against OC SAN 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 OC SAN 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 CONSULTANT or Subconsultant: (a) knowingly presents or causes to PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 7 of 20 be presented to an officer or employee of OC SAN 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 OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim. 6. TIME IS OF THE ESSENCE Time is of the essence on this Agreement. CONSULTANT shall prepare and obtain approval of all work related to the Services, as required, and do all other things necessary and incidental to the prosecution of CONSULTANT’s work in conformance with applicable progress schedule(s). 7. PREVAILING WAGES To the extent CONSULTANT intends to utilize employees who will perform work related to the Services under this Agreement, as more specifically defined under Labor Code section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 8. 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 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. 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 Labor Code section 1776 may be deducted from progress payments per Labor code section 1776. C. Pursuant to Labor Code section 1776, CONSULTANT and Subconsultants 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 Enforcement of the Department of Industrial Relations. D. 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). PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 8 of 20 9. 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, templates, plans, studies, sketches, drawings, specifications, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or other professional services shall be the property of OC SAN. OC SAN’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. OC SAN 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 CONSULTANT’s 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, CONSULTANT shall have the right to make copies of all such templates, plans, studies, sketches, drawings, computer printouts, disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the 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. 10. INTELLECTUAL PROPERTY A. All rights, title, and interest in all intellectual property conceived or developed in the course of this Agreement shall be the property of OC SAN. As used herein, the term “intellectual property” includes, but is not limited to, all inventions, patents, copyrightable subject matter, copyrights, test data, trade secrets, other confidential information, and software. B. CONSULTANT shall not use or disclose any intellectual property conceived or developed under this Agreement, except: (a) intellectual property in the public domain through no fault of CONSULTANT, (b) intellectual property which CONSULTANT can prove was received by it from a third party owing no duty to OC SAN, and (c) intellectual property for which CONSULTANT has received express, written permission from OC SAN to use or disclose under the terms of this Agreement. C. CONSULTANT shall promptly notify OC SAN, in writing, of all intellectual property conceived or developed in the course of this Agreement. D. CONSULTANT shall assign to OC SAN and does hereby assign to OC SAN all right, title, and interest to intellectual property conceived or developed by CONSULTANT in the course of this Agreement. E. When requested by OC SAN, upon the completion of the Services, or upon termination of this Agreement, CONSULTANT shall return all documents and other PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 9 of 20 tangible media containing intellectual property developed by CONSULTANT during the course of this Agreement, including all prototypes and computer programs. F. When requested by OC SAN or upon termination or expiration of this Agreement, CONSULTANT shall promptly erase copies of all OC SAN’s intellectual property from CONSULTANT’s computers. 11. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. 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, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN 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 OC SAN or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability CONSULTANT shall maintain during the life of this Agreement, 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 Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. 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 OC SAN 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. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 10 of 20 projects under this Agreement. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the projects under this Agreement. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automobile 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 automobile liability. D. Automobile/Vehicle Liability Insurance CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). 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 to OC SAN. F. Workers’ Compensation Insurance CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. 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 Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 11 of 20 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 Five Million Dollars ($5,000,000) 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 OC SAN a certificate of insurance in a form acceptable to OC SAN 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 CONSULTANT shall furnish OC SAN 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 OC SAN before work commences. OC SAN reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 12 of 20 • Additional Insurance (General Liability) The combination of (ISO Forms) CG 20 10 and CG 20 37 All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN. • Additional Insured (Automobile Liability) Submit endorsement provided by carrier for OC SAN approval. • Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval. • Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, CONSULTANT is required to notify OC SAN in writing of any change in the terms of insurance, including reduction in coverage or increase in deductible/SIR, within two (2) working days of receipt of such notice or knowledge of same. Said notices shall be mailed to OC SAN at: ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Contracts, Purchasing & Materials Management Division J. Primary Insurance The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured The general and automobile liability policies shall contain a “Separation of Insureds” clause. PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 13 of 20 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 OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs The general and automobile 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 CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by 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 CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. 12. SCOPE CHANGES In the event of a change in the Scope of Work or other terms in the Agreement, as requested by OC SAN, 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 fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems. 13. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, 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 the projects 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. PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 14 of 20 CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 3 - COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN. 14. ENGINEERING REGISTRATION 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. 15. AUDIT PROVISIONS A. OC SAN 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 OC SAN determines are necessary to discover and verify that CONSULTANT is in compliance with all requirements under this Agreement. CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents, and any other evidence of procedures and practices that OC SAN 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 OC SAN’s policy. CONSULTANT shall make available to OC SAN for review and audit, all project-related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of CONSULTANT will be available to assist OC SAN’s auditor in obtaining all project-related accounting records, documents, and any other financial data. 16. 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 OC SAN. 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 PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 15 of 20 with the Agreement. CONSULTANT shall be responsible for hiring, reviewing, and terminating 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. 17. 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 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Digna Olmos, Principal Contracts Administrator Copy: Don Cutler, Engineering Manager CONSULTANT: HAZEN AND SAWYER 7700 Irvine Center Drive #200 Irvine, CA 92618 Attention: Lynn Grijalva, Program Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from CONSULTANT. 18. TERMINATION OC SAN 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 being compensated for billed amounts in accordance with the provisions of this Agreement when the same are due. Notice of termination shall be mailed to OC SAN at the address listed in Section 17 - NOTICES. 19. DOCUMENTS AND STUDY MATERIALS The documents and study materials for the projects under this Agreement shall become the property of OC SAN upon the termination or completion of the work. When requested by OC SAN, CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation, and study materials in its files pertaining to the work described in this Agreement. PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 16 of 20 20. COMPLIANCE A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law; 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. B. Iran Contracting Act CONSULTANT and its Subconsultants shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). C. California Air Resources Board Mobile Source Regulations CONSULTANT and its Subconsultants and Subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations: • Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6 • Truck & Bus Regulation (T&B): 13 CCR 2025 • Clean Truck Check (CTC): 13 CCR 2195-2199.1 • Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2 21. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN 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. 22. 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. 23. 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 it may be entitled. 24. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of the Services, OC SAN informs CONSULTANT that any part of the Services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies). PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 17 of 20 25. 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 OC SAN, which approval shall not be unreasonably withheld), protect, and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, consultants, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs, and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert, or CONSULTANT’s fees and costs and OC SAN’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’s 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 CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT’s 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 OC SAN 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. 26. 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 PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 18 of 20 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 CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such Claim. 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. 27. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time. 28. ASSIGNMENT CONSULTANT shall not assign or transfer its interest in this Agreement and shall not subcontract any of the Services required to be performed by CONSULTANT without prior written approval from OC SAN. 29. CHANGE IN OWNERSHIP OR CONTROL CONSULTANT shall notify OC SAN, in writing, of any change in ownership or control of CONSULTANT’s or Subconsultant’s firm. 30. SEVERABILITY If any provisions of this Agreement shall be held illegal, invalid, or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, and the legality, validity, and enforceability of the remaining provision shall not be affected thereby. 31. JURISDICTION AND VENUE This Agreement shall be construed, performed, and enforced in accordance with, and governed by, the laws of the State of California with venue in Orange County, California. 32. WAIVER No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement, or condition. PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 19 of 20 33. CLOSEOUT When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give 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, OC SAN shall commence a closeout audit of the Agreement and will either: i. Give CONSULTANT a final Agreement Acceptance: or ii. Advise CONSULTANT, in writing, of any outstanding item or items which must be furnished, completed, or corrected at 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 OC SAN. Notwithstanding the final Agreement Acceptance, CONSULTANT will not be relieved of its obligations hereunder, nor will CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and 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 OC SAN to reject the work or to reject CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or agreement with, CONSULTANT’s request for final Agreement Acceptance. 34. 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. [Intentionally left blank. Signatures follow on next page.] PSA Project No. PDB24-00 Revised 081823 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 20 of 20 IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written above. CONSULTANT: HAZEN AND SAWYER By _______________________________ _________________ Date __________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By _______________________________ _________________ Ryan P. Gallagher Date Board Chairman By _______________________________ _________________ Kelly A. Lore Date Clerk of the Board By _______________________________ _________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Labor Hour Matrix Attachment “C” – Not Attached Attachment “D” – Allowable Direct Costs Attachment “E” – Fee Proposal Attachment “F” – Not Used Attachment “G” – Not Attached Attachment “H” – Not Used Attachment “I” – Cost Matrix and Summary Attachment “J” – Not Attached Attachment “K” – Minor Subconsultant Hourly Rate Schedule Attachment “L” – Contractor Safety Standards Attachment “M” – Not Attached Attachment “N” – Not Attached DO:WC:DM:tk ATTACHMENT “A” SCOPE OF WORK SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 1 of 38 Progressive Design-Build Owner Advisor, Program Management, and Professional Engineering Support Services Project No. PDB24-00 – General Program Organization Scope of Work for Owner Advisor GENERAL Recently, the State of California approved SB-991 expanding local agencies’ authority to utilize collaborative delivery methods, including Progressive Design-Build (PDB) (See Public Contract Code sections 22170-22174). The Orange County Sanitation District (OC SAN) is interested in developing a comprehensive PDB Program to implement, initially, on the projects identified as Required Task 1, Task 2, and Task 3 in the Request for Proposals (RFP). OC SAN is seeking services from qualified and experienced consultants certified by the Design- Build Institute of America (DBIA) to assist OC SAN with the development of a PDB Program, including development, design, and construction support of multiple projects using the PDB delivery method. OC SAN seeks centralized program management and project controls support. The selected consultant/Owner Advisor (CONSULTANT or OA) shall provide OC SAN at a minimum the following PDB Program, PDB Project Management, Contract Administration, PDB Project Controls support, and Engineering Support Services during project development, design, and construction. Scope of Work for Task 1: PDB Program Management Subtask 1A: Develop Standards Item 1A.1: Develop Solicitation Templates The OA will develop separate templates for a one-step and two-step PDB procurement utilizing DBIA templates and industry best practices. The two step-template will draw heavily from a parallel effort executing a procurement for the J-137 Ocean Outfall rehabilitation, which will proceed under Task 2 of this contract. It is assumed that within the chartering of the Program Road Map OC SAN will iterate to either a best-value or qualifications-based selection process, and that evaluation process will be common across the pair of templates. For the one-step procurement: 1. Basis of estimate is a six-month process starting at Contract Notice to Proceed culminating in the delivery of a one-step procurement template inclusive of OC SAN feedback. SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 2 of 38 2. Major workshops for this activity include: a. An introductory workshop introducing the DBIA one-step template, with the OA offering perspective on sections where OC SAN may wish to deviate from the template based on experience with peer utilities and/or initial feedback from OC SAN. 80 hours of meeting preparation, plus 20 hours of meeting attendance/minutes b. A workshop roughly one month into the activity to define workflows associated with the one-step procurement. An assumption of the OA is OC SAN will provide workflow at an acceptable level of detail from Design-Bid-Build processes as a starting point for OA. 100 hours of labor effort building off OA action items from the introductory workshop, 40 hours of meeting preparation, 20 hours of meeting attendance/minutes c. A workshop roughly two months into the activity to solicit initial OC SAN feedback on the working copy of the content. Likely agenda topics will include: 1) Means to quantify the Phase 1 cost (assuming Best Value Selection) 2) Prioritization/weighting of selection criteria 3) Contract, schedule, and selection criteria 4) Bidding and scoring documents review 200 hours of labor effort preparing for this meeting, 40 hours of specific meeting preparation, 20 hours of meeting attendance/minutes. d. Issuance of the draft one-step template approximately three months into the activity. 100 hours of effort implementing OC SAN feedback, 20 hours of QA/QC e. OC SAN issuing comments on the one-step template three weeks after draft submittal. For budgeting purposes, OA assumes a workshop to review OC SAN comments. 100 hours of effort reviewing and implementing OC SAN feedback, 20 hours of QA/QC f. OA issuing a finalized version of the one-step template for OC SAN’s use. 80 hours of implementation For the two-step procurement, 400 hours is assumed as the basis of costing. An assumption is Task 2 will proceed to procurement using a two-step process, and the Task 1 effort for the two- step procurement will be “templatizing” the Ocean Outfall procurement for more general use. Item 1A.2: Develop Agreement Templates The OA’s Legal Review expert, Hunt Ortmann, will review standard DBIA agreement templates with OC SAN and amend the templates as necessary for compliance with California legal requirements and best practices. Hunt Ortmann’s 500 hours of effort are included in Contract Task 5. OA assumes 100 hours in total (50 each for the one-step and the two-step procurement) supplementing Hunt Ortmann through workshopping with OC SAN any agency- specific concerns, comment incorporation, and establishing workflows to incorporate legal expertise if the relevant legal basis for PDB expires or changes. Item 1A.3: Develop General Conditions/Requirements Documents OC SAN has standard general conditions/requirements when issuing professional services design contracts and separate general conditions/requirements when issuing a construction contract in a design-bid-build environment. OA will generate a hybrid general SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 3 of 38 conditions/requirements cognizant that a PDB entity will include both design and construction services within one contractual entity. A total of 500 hours is the basis of costing, and it is assumed that this GC/Requirements will be common across the one-step and two-step approach. This effort includes an introductory workshop introducing the DBIA template and soliciting OC SAN feedback, issuing a draft of the document, a workshop to review OC SAN feedback, and issuing a final version including OC SAN comment incorporation. Item 1A.4: Design Standards Management CONSULTANT shall review and revise, as necessary, OC SAN’s current design standards, including OC SAN’s 3D CAD Manual currently under development. CONSULTANT shall develop standards applicable to the PDB delivery method for OC SAN’s review and acceptance. OA budgets 600 hours to this worktask. 1. A workshop mapping the changing responsibilities between Owner, Engineer, Contractor, and Construction Manager in a design-bid-build environment to an Owner, OA, and PDB Entity (PDBE) in a collaborative delivery environment. 2. A review of OC SAN’s design standards, with recommended edits to this document to make it suitable for a PDB environment. In general, consolidation of the design entity and the construction entity into a single contractual point of responsibility is likely to simplify the application of design standards, with no significant changes likely to OC SAN’s standard for quality management. This effort is expected to be completed within the first nine months of the Contract. Design standards would likely iterate further as OC SAN chooses to issue additional projects via PDB and/or lessons learned from Task 2 and Task 3 projects are identified. This budget does not include additional iterations of design standards beyond an initial review cycle. Item 1A.5: Technical Writing, Word Processing, and Graphics Support. CONSULTANT shall provide support for technical writing, word processing, document formatting, and preparation of graphics, presentations, tables, and other documentation related to the PDB Program/project(s)’ development and implementation. 100 hours is budgeted for this worktask. It is assumed that the writing, word processing, and graphics associated with specific deliverables or activities in this Contract are budgeted within the deliverable/activity; this task is for generalized support independent of deliverable Subtask 1B: Provide RFQ/RFP Assistance OA notes that RFQ/RFP assistance for J-137 and J-133 is budgeted and allocated within Tasks 2 and 3. Within Task 2, a scope item is: Develop Lessons Leaned report and provide recommendations for future improvements for OC SAN’s PDB projects The lessons learned report specific to that project will be developed in Task 2. 300 hours of effort is budgeted in Task 1 for: 1. OA offering a recommendation on what lessons learned identified in the lessons learned report should be incorporated into appropriate templates, standards, and other work products delivered in Contract Year 1. SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 4 of 38 2. A workshop to solicit OC SAN feedback on these recommendations and determine which recommendations should be implemented. 3. Amended documents that adopt recommended edits. Subtask 1C: Solicitation Document Support No effort is budgeted under this activity. The procurements of J-137 and J-133 will be managed under tasks 2 and 3. Subtask 1D: Construction Management Assistance The scopes for Tasks 2 and 3 include full construction management support, and the budgets for this support (1.5 FTE for one year of active Task 2 construction, 2.5 FTE for two years of active Task 3 construction) is included in those tasks. Subtask 1D includes 400 hours of OA effort. OA will provide guidance, workshop(s), and assistance to incorporate and define OC SAN’s Construction Management Division roles and responsibilities. The basis of assumption is a single workshop with OC SAN’s construction management team to charter out the distinction between CM under an OA scope of work (generally defined as quality assurance) and CM within a design-bid-build environment (quality assurance plus quality control). Deliverable under this subtask includes an SOP defining this distinction and a set of recommended edits to OC SAN’s standard practices for CM. Subtask 1E: Develop a PDB Program Matrix to evaluate future projects for PDB suitability. CONSULTANT shall evaluate OC SAN’s budgeted and projected projects and provide guidelines, decision-making, and selection/scoring criteria matrix for evaluation of future projects for PDB suitability. 1200 hours are budgeted for this subtask. 400 of those hours are budgeted for the development of the PDB/DBB matrix. This includes: 1. Activity kickoff meeting sharing DBIA best practices for defining criteria that make a project more/less suitable for collaborative delivery 2. Workshop with OC SAN working through cohort of projects under consideration for the capital program; 20 projects are assumed for this exercise for planning purposes 3. Draft and final memo offering recommended criteria (and weighting) for PDB suitability, with the initial cohort of projects scored to provide illustrative practical examples. This subtask does not include re-evaluating the criteria over the anticipated five-year contract duration and/or scoring additional projects. The remaining 800 hours in this subtask are focused on technical training and technology tools, as follows: 1. Develop Program Management/Project Management Training, including preliminary knowledge/training outline of program/project management processes, procedures, and tools to be used by current and future OC SAN staff. 2. Facilitate transfer of program/project management material from CONSULTANT to OC SAN. CONSULTANT shall start the transfer process early to ensure staff’s needs and future requests are met and systems and tools are functioning without missing functionality and SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 5 of 38 technical and procedural defects. CONSULTANT shall ensure OC SAN has the necessary training and documentation to maintain the implemented systems and tools to manage the PDB program/projects on an on-going basis. 3. Technical Training – CONSULTANT shall produce and deliver technical training for the program/project. Technical training shall include, but not be limited to, the following: a. Prepare an outline of suggested training topics, materials, and trainers b. Prepare and coordinate training schedule for various groups of staff and potentially OC SAN’s contractors, as needed c. Prepare and distribute training materials. Training materials shall, at a minimum, provide for clear definition of topics and their relevant processes, workflows, design criteria, regulatory requirements, roles, and responsibilities of parties, change management procedures, decision management processes, and other applicable standards and best practices. Subtask 1F: Project Management Item 1F.1: Program Road Map This plan shall provide a complete road map to develop and implement a successful PDB Program, including, but not limited to: 1. Program goals, drivers, objectives, and constraints 2. Roles and responsibilities, program/project organization, and staffing 3. Decision-making, change-management, and issue-resolution processes and procedures 4. Internal and external communication plans 5. Program standardization goals and objectives, proposed program standards, implementation procedures 6. Program administration 7. Program controls 8. Program schedule 9. Summaries of other required plans 200 hours is budgeted for this deliverable. It is assumed for planning purposes that this Road Map will be drafted in Spring 2025, approximately 90 days into Contract efforts. Much of the content of this report will be teased out through other Contractual efforts the first quarter of the project, and the more efficient approach would be to issue the roadmap as the related scope efforts of Tasks 1 and 2 get underway. This budget assumes draft/final deliverable but no dedicated workshop, as most of the content will be routinely covered in management and monthly progress meetings. Item 1F.2: Project Management Plan (PMP) The PMP shall include a full summary describing the goals of each specific project, including any assumptions or constraints; what processes will be used to monitor and report on the SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 6 of 38 status; approach to risk management, change control, etc. The PMP shall include a communication plan and the management plans for scope, schedule, cost, quality, human resources, communications, and procurement. 200 hours will be budgeted for this deliverable. This budget includes draft/final PMP documents, but not a workshop, as the project kickoff meeting will focus on the PMP Item 1F.3: Project Controls Plan (PCP) A PCP shall be prepared to document how the program/project(s) will be controlled, including, but not limited to: 1. The software to be used to manage cost and schedule. OC SAN is currently using PMWeb for contract management and basic schedule management and P6 software for Cost and Scheduling. CONSULTANT is expected to be proficient in both software programs and will provide its own licensing. 2. Requirements and formats for project and program reports 3. Scheduling development and monitoring standards 4. Program and project baseline budget development and monitoring 5. Cashflow projections and forecast modelling needs 6. Program cost management procedures 7. Definition of other project control methodology as required 300 hours is budgeted for the development of the Project Controls Plan. The execution and monitoring of project controls is performed under subtask 1H.3, Project Controls and Schedule Management Item 1F.4: Stakeholder Involvement Plan CONSULTANT shall develop a plan to work with OC SAN’s Stakeholders (Operations and Maintenance, Laboratory, Monitoring, Compliance, Public Affairs, and EMT) to include in the PDB Program when needed. 120 hours is budgeted for this initial plan. OA will develop more detailed technology training efforts under subtask 1E. Further revisions to the stakeholder involvement plan beyond the execution Item 1F.5: Safety Plan CONSULTANT shall review OC SAN’s safety information, including applicable regulations, policies and procedures, and standards for applicability and incorporation into the PDB Program and provide recommendations as necessary. 48 hours are budgeted for this effort, which is distinct from necessary safety planning for the procurement, design, or construction of J-133 and J-137, which is allocated within those tasks. Item 1F.6: Decision Log and Management System A running decision log will be included in monthly progress reporting at the project and program level. Management system workflow recommendation will be budgeted under subtask 1H.2. No effort is budgeted under this subtask. SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 7 of 38 Item 1F.7: Training, knowledge, and technology transfer Budgeted and accounted for in Subtask 1E. No effort is budgeted under this subtask. Item 1F.8: Meetings and Workshops For items below, assume meeting time is inclusive of preparation, attendance of OA, and issuing summary meeting minutes. 1. Assume 10 general meetings @ 24 hours per meeting. Note these meetings are distinct from meetings associated with technical deliverables as defined elsewhere in this scope of work. 300 hours 2. One program kickoff meeting at 60 hours per meeting (heavier unit effort given likelihood this will be at least one full day). 60 hours 3. 60 monthly progress meetings for the program, assume 8 hours per meeting (note assumption that this will focus on high-level program progress and lookahead as to not overlap with Task 2 and 3 monthly meetings. 480 hours 4. Technical meetings – covered in tasks 2 and 3. 0 hours 5. Construction and field meetings - covered in tasks 2 and 3. 0 hours 6. Public meeting support - covered in tasks 2 and 3. 0 hours 7. Board/committee meeting support - 80 hours 8. Other meetings – covered in the 10 general meetings. 0 hours. Subtask 1G: Risk Management Item 1G.1: Develop Risk Management Plan OA shall develop and maintain a Program Risk Management Plan, including a template for Risk Register within PDB delivery. This subtask does not include support to develop and maintain the project-specific Risk Management Plans for Task 2 and Task 3. This subtask does include program level risk analysis and management, risk management approach and methodology, permit risk, economic risk, operational risk, and risk mitigation. The Risk Management Plan will include processes and procedures to include the potential risks identified by other OC SAN stakeholders. 280 hours are budgeted for this activity. Item 1G.2: Manage Risk Management Plan (Program Level) OA assumes program risk will be refreshed quarterly over the first 18 months (6 quarters) of the Program. Within 18 months, the PDB entities will be procured for Tasks 2 and 3. Risk management will continue under the tasks, with the PDB entities likely assigned much of the risk given the PDB entities being in the most responsible position to own/cost the risk implementation. 60 hours per quarter, or 360 hours total, are budgeted to this activity. Subtask 1H: Quality Control Item 1H.1: Develop Quality Assurance Plan OA shall prepare a QA/QC Plan that describes the requirements and step-by-step process to ensure that all deliverables and documents produced in support of the PDB Program/projects adhere to quality and record management standards. 200 hours is budgeted to this task, which SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 8 of 38 will focus on project deliverables within Task 1. The development of quality management procures and practices for Tasks 2 and 3 will be allocated and executed within those tasks. Item 1H.2: Develop Change Management System and Monitoring OA will review OC SAN’s standard change management processes and systems for applicability and prepare a program Change Management Plan to support the PDB delivery method. CONSULTANT shall review and comment on OC SAN’s existing change management system, current change management policies and procedures, PMWeb, SharePoint, and all other related policies and procedures. CONSULTANT shall produce recommendations for implementation of the change management and tracking system of all program/project change orders and related PDB documents for each project in PMWeb or if needed on a different Change Management Program if PMWeb is not recommended as the best tracking system. 500 hours is budgeted for this activity, inclusive of: 1. Reviewing existing processes and documents 2. Workshop to offer recommendations and receive feedback 3. Second workshop to review draft progress 4. Summary memorandum in draft and final form 5. Recommendations on workflow edits Item 1H.3: Project Controls and Schedule Management The basis of assumption is 3,000 hours for the establishment and maintenance of PDB program and controls. The effort associated with integrating monthly project data into a PowerBI dashboard is tracked within those projects. The basis of assumption also includes PMWeb for construction interface and Primavera P6 for scheduling controls. OA assumes OC SAN will manage the software and any updates needed to support the program processes, forms, etc. The breakdown of these 3,000 hours is: 1. 200 hours - Review and comment on OC SAN existing controls processes, standards, and software requirements 2. 200 hours - Data Integration design & support to OC SAN as they implement and test software updates (assumes performance measures are defined through task 1F) 3. 500 hours - Implementation of Power BI dashboards (assumes we design and build out on OC SAN system with OC SAN IT support) 4. 100 hours - Implementation of Document Control / File System 5. 500 hours - Document management and control - part-time Document Control Manager for a 5-year duration 6. 1,000 hours - Program / Project Controls Support - part-time cost/schedule control manager for 12 months, budget development, schedule development, earned value, cash-flow 7. 500 hours - Program / Project Control Reporting - part-time report development, complementary to Power BI development SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 9 of 38 This subtask includes a Document Management and Web-based Document Control/File System. CONSULTANT will use OC SAN’s systems to manage program documents, but OC SAN will manage the software and operating systems. OC SAN strives to create a paperless environment, where possible, and utilize paper records when required by law and/or OC SAN’s policies and procedures. Therefore, documents shall be digital when possible. Paper records, when required, shall be kept in locations identified by OC SAN’s staff. CONSULTANT shall be expected to review and comment on OC SAN’s record keeping systems, including SharePoint, PMWeb, PlanetBids, Microsoft Teams (active file location), Bluebeam (collaborative design review), and other systems used by OC SAN to store records related to the PDB Program and project activities. CONSULTANT shall provide recommendations for document control/filing system implementation suitable for the PDB Program/project records management and for final project records filling once PDB projects are completed and ready to be closed. In carrying out the above-mentioned activities, CONSULTANT shall assist OC SAN’s staff with identification, retrieval of documents as required, scanning, organization, maintenance, and other typical record handling/management activities related to the PDB Program/project(s) document handling and control, including archiving, indexing, and tracking of documents. This subtask also includes program/Project Controls and Schedule Management, including the following scope: 1. Schedule Development, Monitoring, and Training. CONSULTANT shall develop, update, and maintain the schedule for the program and project(s) consistent with the PDB Program and project(s) objectives. In addition, CONSULTANT shall assist in ensuring compliance with the contract scheduling requirements. 2. Baseline Budget Development and Monitoring. CONSULTANT shall review and validate OC SAN’s current budget for each project identified in the RFP. CONSULTANT shall collaborate with OC SAN’s staff to identify tasks, durations, and other applicable activities to be accounted for in the project(s)’ budgets and include appropriate recommendations for Cash Flow Curves. 3. Cash Flow Projections and Forecast Modeling. CONSULTANT shall create WBS, Cost Models, and other appropriate budget forecast tools for individual tasks. 4. Earned Value Analysis. CONSULTANT shall create and validate the Earned Value (EV) for individual tasks and provide monthly updates. 5. Program/Project Reporting. CONSULTANT shall review current OC SAN Project Controls methodologies and assist OC SAN to develop various program/project(s) reports and dashboard and detailed reports, including, but not limited to, the following: a. Program/Project Monthly Status Reports to provide appropriate detail on the status of the completed work, budget, schedule, EV, change conditions, staffing, and any other issues, as applicable b. Assist with Board reports and development of presentation related to the program/projects utilizing the PDB delivery method SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 10 of 38 Progressive Design-Build Owner Advisor, Program Management, and Professional Engineering Support Services PDB24-00 – Task 2 Project No. J-137, Ocean Outfalls Rehabilitation Scope of Work for Owner Advisor I. OVERVIEW The Orange County Sanitation District (OC SAN) is responsible for collection, treatment, and disposal of wastewater for the north part of Orange County, California. OC SAN operates and maintains two treatment facilities: Plant No. 1 (in Fountain Valley, CA) and Plant No. 2 (in Huntington Beach, CA). The treatment facilities currently process an average of 180 million gallons of wastewater per day (mgd). The secondary treated effluent is discharged to the ocean via one of two undersea ocean outfall pipelines from OC SAN’s Plant No. 2, adjacent to the Santa Ana River. Project No. J-137 (Project) will rehabilitate OC SAN’s ocean outfall pipelines. The total budget for the Project is estimated at $82 million. OC SAN is seeking proposals from qualified providers to plan and implement the Progressive Design-Build (PDB) delivery method from procurement of the PDBE to Project commissioning and closeout. The Owner Advisor (OA) must have experience and capability to coach and lead OC SAN through the PDB process and create a responsive and collaborative environment with OC SAN and the PDBE. The OA must comply with the experience requirements outlined in the Request for Proposals (RFP) including, but not limited to: 1. Experience with deepwater inspection, design, construction, and best practices for marine construction 2. Experience implementing best design and construction practices for the ocean outfalls 3. Knowledge of environmental requirements for inspection, rehabilitation, and construction of marine structures or undersea pipelines in state of California The OA’s Project Manager (PM) must be DBIA Certified; the PMP Certification is desired. The OA’s Project Engineer (PE) must be DBIA Certified and have a Professional Engineer license in state of California. II. BACKGROUND The OC SAN’s outfall system consists of two (2) undersea pipelines as described here. The 120-inch diameter Ocean Outfall (Long Outfall) was constructed in 1971 and consists of a surge tower, land section, and marine section. The Long Outfall is 27,400 feet in length incorporating a 21,400-feet-long main barrel with maximum SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 11 of 38 depth of 200 feet and a 6,000-foot-long diffuser section with a flap gate structure at the end. The 78-inch diameter Ocean Outfall (Short Outfall) was constructed in 1954, including a surge tower, land section, and a marine section. The Short Outfall is 7,000 feet in length with a maximum depth of 60 feet, incorporating a 1,000-feet long diffuser section with a flap gate structure at the end. With implementation of full secondary treatment at Plant Nos. 1 and 2, disinfection has been discontinued and the Short Outfall has been reclassified to “emergency status” and is used only when flows exceed the Long Outfall flow capacity or during maintenance periods. The Short Outfall has not been utilized since 2012 during Project No. J-112. This Project will rehabilitate the Long Outfall as recommended by Project No. PS18-09, Ocean Outfall Condition Assessment and Scoping Study. This Project includes removing debris blocking diffusers access ports, replacing hold-down hardware on inspection hatches, adding ballast rock in certain areas, replacing existing manhole covers, removing internal outfall sediment deposits, and replacing the flap gate. The operation of the Short Outfall is warranted during some of the rehabilitation elements of the Long Outfall. As a result, the Project will also perform a detailed inspection of the Short Outfall. A Work Plan must be developed prior to inspection of the Short Outfall, including plans to perform a hydraulic capacity evaluation. An extensive condition assessment report shall be provided to include the findings and recommendations on rehabilitation options and implementation methods for essential improvements to reliably operate the Short Outfall. The Short outfall improvements will include cleaning of the circular ports and removal of internal outfall sediment deposits. Closing of the eight rectangular ports on the Short Outfall is also expected to satisfy California Regional Water Quality Control Board, Santa Ane Region (RWQCB) requirements. The project will require significant coordination efforts with multiple stakeholders including, but not limited to, OC SAN’s Operation and Maintenance Department, Environmental Services (ES) Division, the public, and Regulatory agencies. Recent meetings with RWQCB indicate outfall modeling will be required and significant ocean monitoring and effluent sampling will be expected while operating the Short Outfall. The ocean monitoring and effluent sampling will be conducted by OC SAN’s ES. The Outfalls inspection activities will include internal/external inspection with Remotely Operated Vehicle (ROV), deepwater diving inspection, and sediment sampling and analysis. Based on the outcome of inspections and OC SAN’s NPDES permit and other regulatory requirements, Contingency and Implementation Plans for the Preliminary Services Phase and Final Design and Construction Phase of the SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 12 of 38 Project shall be developed considering seasonality restrictions, Outfall System operation limits, discharge effluent requirements, and additional requirements to operate the Short Outfall, including disinfection and adjustments to effluent discharge limits. The Implementation Plans shall consider hydraulic capacities of outfall system and expected discharge effluent flows while maintaining continuous operation of the treatment plants. The Implementation Plan shall also take into consideration chemical dosing and storage as needed for disinfection while operating the Short Outfall. III. SCOPE OF WORK The OA shall provide OC SAN with professional technical support services for the entire duration of the Project, including, but not limited to, procurement, preconstruction, preliminary design, final design, construction, commissioning, acceptance testing, and Project close-out. The OA shall also provide technical oversight assistance and management assistance of the Project. The OA shall engage with OC SAN and the PDBE in a collaborative approach to facilitate the successful performance of this PDB Project. The duties of the OA shall include, but not be limited to, the scope below. The OA shall include any additional tasks and/or duties as deemed necessary and/or required in order to make this PDB Project successful. PHASE 1 – PROCUREMENT PHASE A. The purpose of the Procurement Phase is to prepare a solicitation package to successfully select a PDBE with the capability to inspect and ultimately design the rehabilitation of OC SAN’s Outfall pipes, perform underwater construction, and implement the designed rehabilitations while in compliance with permitting requirements and operation limits of OC SAN. The procurement phase is anticipated to last 12 months. It will begin at Contract NTP, expected December 9, 2024, and culminate with the NTP of a PDB entity, targeting January 1, 2026 so the short outfall inspection can proceed Spring/Summer 2026. The RFQ, the first step of the two-step procurement process is expected early 2025 with step two, the RFP is targeted for April 2025. B. Duties of the OA during the Procurement Phase shall include, but not be limited to: 1. Become familiar with Project-specific restrictions and requirements by reviewing record drawings, data collection, and NPDES Permit. 200 hours is budgeted for this activity, no deliverable is anticipated. 2. Evaluate and propose the most efficient bid packaging and Guaranteed Maximum Price (GMP) components for Project scope execution. A preliminary recommendation will be issued by OA and vetted by OC SAN during procurement, the ultimate packaging will be determined collaboratively in a successive phase with the PDB. 3. Develop a Project Management Plan, including the following Project documents: a. Schedule with milestones b. Cost estimate SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 13 of 38 c. Cost basis d. Cash flow curves e. Work break-down structure (WBS) recommendation (to be validated once OA is procured) f. Project Specific Risk register g. Public Outreach Plan. It is expected that OC SAN lead the public outreach. OA to provide technical and logistical support. The OA’s public outreach plan will focus on the OA’s support role. 80 hours of effort is budgeted for the Task 2 PMP. 4. Assist OC SAN define the Project priorities and constraints. OA will include this in the PMP. 5. Create and maintain a Project-specific Risk Management Plan (RMP). The Risk Manager, separate from the Project Manager, shall create, manage, and maintain the RMP. The input from PDBE and OC SAN staff shall be incorporated. The Risk Manager must have the knowledge and experience in the marine construction industry and be familiar with California environmental requirements for the outfall cleaning, inspection, and rehabilitation-type of projects. The RMP must be maintained until the project closeout and reflect all identified project risks. Within the Procurement phase, 120 hours is budgeted to this activity/process. The Procurement phase will determine appropriate ownership of the risk process (and specific risks) during successive phases. The RMP to be submitted monthly along with the progress report. 6. Coordinate and conduct meetings/workshops with OC SAN as needed 7. Develop technical performance requirements, design standards, construction performance, and operation performance for successful Project execution. Included within the 1,766 hours mapped to subtask 2.1.2, Solicitation Package 8. Develop a conceptual Contingency Plan and Preliminary Implementation Plan for Project execution in collaboration with OC SAN’s Operations Department to outline the major Project risks, constraints, and requirements for the PDBE. 200 hours is assumed for this activity. 9. Assume new temporary chemical dosing and storage for disinfection is required to satisfy RWQCB to operate Short Outfall. Produce conceptual design, site recommendation, and permit support for chemical dosing station if needed. 500 hours is assumed for this activity. The conceptual design will be for a temporary solution and will not include a PE stamp or compliance with OC SAN’s design standards for permanent facilities. Detailed design and construction of the disinfection solution for the short outfall to be implemented by PDBE. Coordination with the Project No. P2-135 and OC SAN’s O&M may be needed. SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 14 of 38 10. Develop the required design documents, plans, and specifications for solicitation. Included within the 1,766 hours mapped to subtask 2.1.2, Solicitation Package 11. Prepare Contract package and Solicitation Documents. Included within the 1,766 hours mapped to subtask 2.1.2, Solicitation Package 12. Develop and prepare solicitation packages, including Request for Qualifications (RFQ) and Request for Proposal (RFP) in accordance with California PDB Bill SB 991 and/or other applicable laws, rules, policies, and regulations. Included within the 1,766 hours mapped to subtask 2.1.2, Solicitation Package and the 500 hours for Legal Support Services (Task 5 of contract) 13. Research the market for potential bidders, conduct contractor networking event(s), and participate in pre-proposal meeting(s). OA notes the extensive efforts OC SAN has led with respect to market research. A brief outreach to up to three (3) candidate PDB teams is included in the Basis of Estimate, building off OC SAN’s efforts preceding the OA. The scope also includes confidential meetings with up to three teams during Step 2 development. 14. Assist OC SAN with the procurement of PDBE and selection process, including creation of evaluation and performance criteria. Included within the 1,766 hours mapped to subtask 2.1.2, Solicitation Package 15. Coordinate all questions received from proposers during the RFQ and RFP bid phase, develop responses to questions from prospective bidders, and prepare addenda. Included within the 1,766 hours mapped to subtask 2.1.2, Solicitation Package 16. Assist OC SAN evaluate Statements of Qualifications and Proposals in response to RFQs and RFPs, respectively. Included within the 1,766 hours mapped to subtask 2.1.2, Solicitation Package 17. Participate in negotiations with selected PDBE. OA’s role will be to provide technical expertise and recommendations; the OA will not be a voting member of the selection process. 18. Perform dilution, dispersion, and hydraulic modeling of the Short Outfall; evaluate results; and provide reports to assist OC SAN satisfy regulatory inquiries. OA includes scope and fee for a second set of dilution, dispersion, and hydraulic modeling of the Short Outfall in supplement to the Hazen-led PS23-03 effort. 19. Provide support to OC SAN ES Division and Laboratory and Ocean Monitoring Division as needed. Assume 50 hours. 20. Create a list of required permits for the Project, establish contact with every permitting agency, initiate permit applications per OC SAN’s request (if applicable prior to PDB procurement and design evolution), and attend meetings. Up to 10 permits is anticipated. 21. Assist OC SAN with document management and control and coordination with existing OC SAN standards and manuals, including, but not limited to, PMWeb, SharePoint, Primavera 6, and Oracle SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 15 of 38 Primavera Cloud. Only 12 hours per month is budgeted to this scope item, as Task 1 is expected to establish document management control for the program. The reporting of Task 2 effort is included in the scope. 22. Lead Public Outreach activities in coordination with OC SAN’s Public Affairs as outlined in Exhibit 19.1 Project No. J-137 Public Relations SOW. PHASE 2 – PRELIMINARY DESIGN PHASE A. This task is expected to have a one-year duration. This task starts upon NTP for the PDB, and culminates upon a GMP development (or series of development, depending on packaging outcomes) for both the short and the long outfall repairs. The long outfall scope is well defined, and the design can proceed upon NTP. The short outfall scope has greater uncertainty and must rely upon inspections to be performed by PDB after NTP. A validation step will be included roughly halfway to GMP development. The purpose of the Preliminary Services Phase is to assist OC SAN and PDBE to confirm the PDBE developed preliminary design documents and preconstruction plans are in agreement with OC SAN’s process goals, operation requirements, and standards, including: 1. Evaluation of the developed inspection Work Plan and procedures, and sampling protocols prepared by the PDBE to verify condition assessment can be performed successfully according to OC SAN’s NPDES and regulatory requirements. 2. Review of the condition assessment report prepared by the PDBE and provide technical support to OC SAN on rehabilitation options and priorities to confirm agreement with OC SAN’s operation and environmental requirements. 3. Evaluation of the Contingency Plans and Implementation Plans provided by the PDBE and review all other submittals to provide comments and technical support to OC SAN and verify concurrence with RWQCB and OC SAN’s NPDES permit requirements. B. OA shall continue dilution, dispersion, and hydraulic modeling efforts of the Short Outfall from the Procurement Phase into the Preliminary Services Phase as required by the regulators. C. OA shall coordinate and resolve permitting, environmental, and technical issues in collaboration with PDBE and OC SAN to accomplish efficient delivery of the Preliminary Design Phase. D. Review CEQA documentation, assist OC SAN with determination of appropriate CEQA compliance, and support OC SAN in environmental assessment. The proposal shall assume one option for the level of effort to be based on Initial Study, leading to MND (Mitigated Negative Declaration). SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 16 of 38 E. OA shall create a collaborative approach between OC SAN and the PDBE through the duration of the project including the Preliminary Services Phase. F. Duties of OA during the Preliminary Desing Phase shall include, but not be limited to: 1. Attend kickoff meeting and progress meetings 2. Coordinate and conduct additional focus meetings with OC SAN as needed 3. Coordinate and attend meetings with any regulatory agencies and the PDBE as needed 4. Provide technical review of submittals, Basis of Design (BOD), and Performance Guarantee’s proposed by the PDBE. 5. Review and evaluate proposed design by the PDBE to ensure agreement with design standards and the best use of proven technologies in the market and prepare a Summary Report 6. Perform Quality Assurance and Quality Control (QA/QC) of PDBE activities during the Preliminary Services Phase, including performing underwater/deepwater diving inspections, review of inspection videos and all available reports, and provide QA/QC Report a. Assume total of three (3) QC mobilization/demobilization dives for the Short Outfall for phases 2 and 3 b. Assume total of two (2) QC mobilization/demobilization dives for the Long Outfall for phases 2 and 3 7. Review the QA/QC plan and requirements for the Project 8. It is assumed that PDB will facilitate biweekly (i.e., two per month) design coordination meetings with OC SAN and the PDBE. Time specifically attending meetings will be allocated to subtask 2.2.1 (meeting and workshop) but the time spent evaluating PDB design concepts and technical work product will be allocated to subtask 2.2.2 (technical review). 9. Evaluate different PDBE produced design options, including, but not limited to, closure of eight rectangular ports and other rehabilitation recommendations for Short Outfall, replacement of 47 manhole covers on Long Outfall, replacement of flap gates, and any other work required by additional findings and provide recommendations to OC SAN. 10. Review and validate interim cost estimates prior to development of GMPs and review and evaluate trend estimates when provided prior to any major milestones 11. Review proposed GMP packages by the PDBE for the Project and recommend optimum number of packages for efficient and cost-effective project execution 12. Assist OC SAN verify cost estimates and schedule proposed by the PDBE SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 17 of 38 13. Assist OC SAN negotiate the early package GMP 14. Coordinate any required permit applications that may be needed during this phase with the PDBE to ensure permit approval is granted in a timely manner PHASE 3 – FINAL DESIGN AND CONSTRUCTION PHASE A. The purpose of the Final Design and Construction Phase is to apply best practices in the industry to successfully manage the Project during final design, construction, and commissioning of the Project. B. The OA shall provide full-service Construction Management services as Owner’s representative during construction activities utilizing a collaborative approach between OC SAN and the PDBE. 1.5 FTE equivalents during the anticipated one year of construction. This includes a full-time resident engineer with expertise in Marine Engineering and a half-time project administrator. It is assumed for planning purposes that the PDBE will engage in a technical solution that can be implemented through continuous construction, not just the spring seasons, given the cost and schedule benefits to all parties. C. The OA shall coordinate and resolve Project permitting, environmental, and technical issues to accomplish efficient delivery of this phase. D. Duties of the OA during the Final Design and Construction Phase shall include, but not be limited to: 1. Attend progress meetings with the PDBE and additional meetings with OC SAN as needed 2. Attend meetings with any regulatory agencies and the PDBE as needed 3. Support OC SAN and the PDBE on any required permit application that may be needed during this phase to ensure permit approval is granted in a timely manner 4. Coordinate between the PDBE and OC SAN public outreach as required for the permitting process and Public Outreach activities 5. Review and evaluate the impacts of the Final Design and Construction Phase to the existing plant operations and provide recommendations 6. Provide technical review of final design and all submittals by the PDBE 7. Participate in dispute resolution and provide responses to RFIs and field change orders 8. Perform QA/QC of PDB activities during the Final Design and Construction Phase of the Project, including performing underwater/deepwater diving inspections, review of inspection videos and daily reports, and provide QA/QC Report a. Assume total of three (3) QC mobilization/demobilization dives for the Short Outfall for phases 2 and 3 b. Assume total of two (2) QC mobilization/demobilization dives for the Long Outfall for phases 2 and 3 SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 18 of 38 9. Manage cost negotiations by providing open book review of engineering Project cost estimates, and evaluate and validate design-build cost proposals, including change orders 10. Develop and assist OC SAN obtain a GMP for the construction of the Project 11. Perform necessary construction management activities for the PDBE work, including, but not limited to, construction management, inspection, and Resident Engineer services for construction, installation, commissioning, and closeout phases of this project 12. Review and comment on the commissioning plan and assist OC SAN during the acceptance testing activities. 320 hours is budgeted for this activity. 13. Assist PDBE develop best operational practices and produce Standard Operating Procedures (SOP) for new/existing facilities 14. Participate in final inspection of the Project (if applicable) to verify that construction is in conformance with design, confirm compliance with performance guarantees, and provide summary of recommendations to OC SAN. 15. Develop Lessons Leaned report and provide recommendations for future improvements for OC SAN’s PDB projects. 400 hours is budgeted for this activity. IV. TENTATIVE TIMELINE • December 9, 2024 – Issue OA Notice To Proceed (NTP), consistent with Task 1 • April 2025 – Release RFP for PDBE • January 2026 – Issue PDBE NTP • June 2026 – Start of Short Outfall Inspection • November 2029 – Construction Final Completion V. MEETINGS AND WORKSHOPS A. The OA shall provide meeting support during Procurement Phase and participate in various meetings and workshops as needed in Preliminary Services, and Final Design and Construction Phases to complete the Work. 1. Meeting Support a. Maintain attendance logs and contact information b. Prepare meeting agendas and minutes c. Maintain a log of all meeting presentations and handout materials 2. Meeting Format – Meetings may be virtual, in-person, or in the field, as required. 3. Meetings and Workshops – Various meetings and workshops shall include, but not be limited to, the following: a. Project Management meetings b. Kickoff meetings c. Progress meetings d. Coordination meetings SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 19 of 38 e. Technical meetings f. Focus meetings g. Risk Management meetings h. Pre-Proposal/Networking Events i. Bid openings j. Construction and Field meetings k. Safety meetings l. Public meetings m. Regulatory meetings. Assume two (2) meetings with RWQCB. n. Review workshops o. Other VI. DELIVERABLES OA shall provide, at a minimum, but shall not be limited to, the following deliverables as appropriate for the requested services: A. Procurement Phase 1. Project Management Plan 2. Risk Management Plan 3. Schedule and Milestones 4. Cost estimate/Cost Basis/Cash Flow Curves 5. Work Break-down Structure 6. Risk Register 7. Public Outreach Plan 8. Preliminary Contingency Plan 9. Preliminary Implementation Plan 10. Bridging Documents 11. PDB Solicitation Packages 12. Ocean Outfall Modeling Reports 13. Permitting Plan and Required Permits Matrix B. Preliminary Services Phase 1. Review Summary Reports 2. Ocean Outfall Modeling Reports 3. Quality Control Report 4. Verification of Cost Estimate and Schedule SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 20 of 38 C. Final Design and Construction Phase 1. Minutes of Meeting and Action Items 2. Summary Report 3. Quality Control Report 4. Cost Estimate and Validation of PDB Cost Proposals VII. EXHIBITS Exhibit 1 - Not Used Exhibit 2 - Not used Exhibit 3 - Project Management Requirements Exhibit 4 - Risk Management Requirements Exhibit 5 - Workshop and Meeting Requirements Exhibit 6 - Quality Control Exhibit 7 - Not used Exhibit 8 - Not used Exhibit 9 - Not used Exhibit 10 - Not used Exhibit 11 - Sample Full Project Safety Review Plan Exhibit 12 - Risk Management Checklist Exhibit 13 - Not used Exhibit 14 - BlueBeam Designer Training for Submission Exhibit 15 - BlueBeam Designer User Training Exhibit 16 - Spec Review Using Microsoft Word and Teams Exhibit 17 - OC SAN Engineering Design Guidelines and Standards – Available online at https://www.ocsan.com/about-us/transparency/document-central/-folder- 917 Exhibit 18 - Not used Exhibit 19 - Project Reference Material Exhibit 19.1 Project Reference Material for Task 2 • PS18-09 Outfall Condition Assessment - Final Report, November 14, 2022 • 120-Inch Outfall Condition Inspection - Final Report, July 19, 2023 • 78-Inch Outfall Condition Inspection Report, September 17, 2015 • 78-Inch Outfall Condition Inspection - Final Report, July 19, 2023 • Project No. J-137 Public Relations SOW SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 21 of 38 Progressive Design-Build Owner Advisor, Program Management, and Professional Engineering Support Services PDB24-00 – Task 3 Project No. J-133, Laboratory Replacement at Plant No. 1 Scope of Work for Owner Advisor I. OVERVIEW The Orange County Sanitation District (OC SAN) has a laboratory building at its Plant No. 1 in Fountain Valley, California. Project No. J-133 (Project) will replace the Central Laboratory Building at Plant No. 1 with a new building to be located adjacent to OC SAN’s new Headquarters Complex at 18350 Mt. Langley Street in Fountain Valley. The Project includes the demolition of the existing commercial office building and the construction of a new laboratory in its place. The total budget for the Project is estimated at $105 million. OC SAN is seeking proposals from qualified providers to plan and implement the Progressive Design-Build (PDB) delivery method from procurement of the PDBE to Project commissioning and closeout. The Owner Advisor (OA) must have experience and capability to coach and lead OC SAN through the PDB process and create a responsive and collaborative environment with OC SAN and the PDBE. The OA must comply with the experience requirements outlined in the Request for Proposals (RFP) including, but not limited to: 1. Experience with design, construction, and best practices for vertical buildings, such as university, hospital, commercial, or any other light industrial building 2. Best design and construction practices for laboratory facilities 3. Knowledge of compliance requirements for laboratory and analytical equipment 4. Experience implementing the Building Information Modeling (BIM) system to efficiently plan, design, construct, and manage the construction of the new laboratory infrastructure For this Task, the OA’s technical leads must be certified by DBIA and have a Professional Engineer (PE) license with experience in architecture, civil, environmental, and structural engineering, or subcontract any of such services as necessary. II. BACKGROUND OC SAN’s existing laboratory building was built in 1989 and 1990. The two-story building with 36,000 square feet has undergone several enhancements and/or improvements over the past decades, but has multiple code compliance and seismic issues. Since the building’s major systems are nearing the end of their useful life, in 2023, OC SAN tasked HDR Engineering (HDR) to review and summarize the existing project report findings and SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 22 of 38 provide a comprehensive feasibility study (see Exhibit 19.2). The purpose of the feasibility study was to determine if the existing building has to be replaced or if it can be cost effectively rehabilitated to house the entirety of OC SAN’s water quality lab program, including Source Control and Ocean Monitoring labs. The feasibility study assessed the laboratory program’s current and future needs to confirm that the required square footage to house the laboratory functions and support spaces, including workplace, was adequate. Additionally, the feasibility study developed a cost estimate to compare rehabilitation costs to new building construction costs. Based on the Life Cycle Cost Analysis (LCCA), prepared by HDR and validated by Hazen and Sawyer in 2023 (see Exhibit 19.3), it was determined that the most economical option is to build a new building to replace the existing laboratory buildings. Below is a summary of the design criteria for the construction of the future laboratory building. Laboratory Needs Assessment HDR started the process to document and aggregate the laboratory program needs with a typical programming spreadsheet approach and then it was validated using the 2018 graphic test-fit plans to confirm the spatial requirements for the various lab functions. A program validation matrix was developed to provide a detailed listing of the lab space needs and the rationale for why additional space is needed above what each lab section is currently operating within. HDR developed base renovation floor plans that provide the required square footage and layouts for code complaint toilets, egress paths, and egress stairs to eliminate inefficient spaces that could be repurposed for laboratory needs. These base floor plans were then developed into demonstration overlay plans which graphically placed the required program within the existing building footprint. Those efforts determined that the OC SAN laboratory program required a building footprint of 56,000 square feet and that the existing building cannot fit the required program within its existing 36,000 square foot footprint. HDR prepared a Basis of Design for the new 56,000 square foot building to be located on the property adjacent to OC SAN’s new Headquarters Complex. That property is an existing 2-story building that is currently used as offices for OC SAN staff and tenants. A zoning analysis was performed to confirm that the building could meet the parking, open space, and set back requirements for the Fountain Valley Crossing Specific Plan (FVCSP). The feasibility study classified the use type for the new laboratory building as Light Industrial under the FVCSP. The cost for the site development included the sidewalk improvement, landscape, parking layout, and lighting requirements required by the FVCSP. It was assumed that a surface parking lot for a minimum of 112 spaces is required. The assumption also included 8 parking spaces to be provided with electronic vehicle charging spaces. Refer to Table 1 that outlines the FVCSP requirements. Below is the conceptual site plan for locating a 2-story building with each story having a building footprint of 28,000 square feet totaling 56,000 square feet. SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 23 of 38 SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 24 of 38 Table 1. Fountain Valley Crossing Specific Plan Requirements SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 25 of 38 Building Materials and Systems Review The new laboratory building was priced originally to have the same caliber of design and building materials as the OC SAN Headquarters Complex, including using a curtainwall with a terra cotta exterior cladding system as a place holder for a design aesthetic that would comply with the FVCSP. The design team concluded that the aesthetic criteria of the FVCSP could still be maintained with less expensive building cladding and glazing systems. Thus, the building façade for the feasibility study was revised to a simpler stick type curtain wall system with metal panel cladding as a cost savings measure. Cost Estimating The construction costs include the new laboratory building and the cost for the associated site development, including demolition of the existing building. No property costs are included as the site for the new building is OC SAN’s property. Below are the resultant un- escalated construction costs. New Laboratory Building $54,273,000 Site Development $ 6,484,000 Total Construction Cost $60,757,000 The Capital Projects Group’s escalation to the mid-point of construction is estimated to be $17,892,000. The anticipated soft costs for the renovation total $31,501,000. The total construction cost, including escalation and soft costs, for the replacement option is estimated to be $110,252,000. The cost plan assumed the project delivery to be design/bid/build with the contractor paying prevailing wages. Pricing assumed competitive bidding with a minimum of 3 bidders. Due to an unprecedented level of uncertainty into the domestic economy broadly and the design and construction marketplace specifically, nationally, and regionally, the accuracy of the pricing and costs assumed to be +/- 10%. In 2023/2024, OC SAN retained Hazen and Sawyer to perform a peer review of the feasibility study and assessment of the costs, challenges, and opportunities associated with the new laboratory building. Based on Hazen and Sawyer’s evaluation, the completed cost estimate was found to be reasonable, with some minor adjustments recommended based on the evolution of materials prices and market conditions. The feasibility study report assumes that no fume hoods or other fixed elements in the laboratory-use spaces will be salvaged and reused in the new lab building. Hazen and Sawyer however, recommended reuse of fume hoods and fixed lab elements that are in good condition to save on the cost of replacing them. III. SCOPE OF WORK The OA shall provide OC SAN with professional technical support services for the entire Project, including, but not limited to, procurement, preconstruction, preliminary design, final design, construction, commissioning, acceptance testing, and Project close-out. The OA shall also provide technical oversight and assist OC SAN with the management of the Project. The OA shall engage with OC SAN and the PDBE in a collaborative approach to SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 26 of 38 facilitate the successful performance of this PDB Project. The duties of the OA shall include, but shall not be limited to, the scope below. The OA shall include any additional tasks and/or duties as deemed necessary and/or required in order to make this PDB Project successful. The facilitation of Project risk assessments and management meetings with OC SAN must occur and is the responsibility of the OA throughout all three phases of the Project. A. PHASE 1 – Procurement Phase 1. As of Contract Notice to Proceed, the anticipated schedule calls for a one-year procurement phase, with a Notice to Proceed to the PDBE July 1, 2026. The effective start date of this Task will be July 1, 2025, roughly six months after the initiation of Tasks 1 and 2. The basis of planning estimate assumes a two-step best value procurement, allowing OC SAN to leverage preceding efforts on the Ocean Outfalls Task. 2. OA estimates OC SAN issuing the first step of the two-step procurement process January 1, 2026. Six months are allocated to preparatory steps preceding the RFQ release, with six months to implement the procurement and contract with the selected entity. 3. The purpose of the Procurement and Preconstruction Services phase is to: a. Determine and define OC SAN’s Project goals and needs b. Prepare a solicitation package to select a PDBE with the capability to design, construct, and integrate the laboratory testing and functionality into the new laboratory building without any compliance issues c. Select the PDBE d. Contract with the PDBE 4. OC SAN’s work breakdown structure itemizes three components of procurement services: General Support, Meetings and Workshops, and the Solicitation Package 5. General Support A total of 1085 hours are budgeted for this scope. 50 hours per month (i.e., 600 hours total) will focus on the project management of the task. This includes a task-specific monthly progress report, reporting to integrate into various OC SAN systems and processes. It is also assumed monthly progress meetings will be held, typically a task monthly progress meeting would feature three attendees for approximately two hours. This subtask will also include the scope Review and become familiar with the site, record drawings, data collection. The preliminary geotechnical investigation provided by Ninyo and Moore will also be allocated under this sub-subtask. 6. Meetings and Workshops It is estimated that six significant workshops will be executed during this phase, four of which are focused on defining the procurement package, two of which are executing the selection and award of the Contract. Assume 720 hours for this scope, 120 hours for each of the six workshops. The 120 hours is inclusive of SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 27 of 38 meeting preparation, attendance, and necessary action items. The six anticipated workshops include: a. Identify Project permitting requirements b. Review Conceptual Design Report/Peer Review, workshop necessary guidance/criteria for project-specific scope of work (2 workshops) c. Create evaluation criteria d. Develop requirements and/or criteria for design standards, construction performance, and develop an implementation process to ensure these requirements and/or criteria are met e. Identify requirements for geotechnical site investigation 7. Solicitation Package 920 hours are budgeted for the solicitation package scope. The solicitation package shall cover the Preliminary Design Phase, Final Design Phase, Construction Phase, and Project Closeout. The Preliminary Design Phase of the solicitation package shall include, but not be limited to, meetings with the City of Fountain Valley to determine their permitting requirements, zoning criteria, and exit requirement from Mt. Langley concerning traffic lights. The Final Design and Construction Phase of solicitation package shall include, but not be limited to, planning, design, permitting, construction, and commissioning support of the new laboratory building and the re-used/new laboratory equipment. 8. The duties of the OA shall include, but not be limited to: a. Review and become familiar with the site, record drawings, data collection, and OC SAN document management systems, including PMWeb, SharePoint, Primavera 6, and Oracle Primavera Cloud. OC SAN will provide the OA all available pertinent records, but it shall be the responsibility of the OA to obtain by its own means any additional information that is necessary for the Project, but not possessed by OC SAN, in order to complete the solicitation package. b. Develop and prepare the solicitation package including, but not limited to, specifications and plans to select the appropriate PDBE c. Assist OC SAN with defining objectives, priorities, constraints d. Create evaluation criteria specific to this project e. Confirm what is allowed for the PDB delivery method under the applicable statutes and/or policies f. Assist OC SAN with the procurement process and PDBE selection process g. Coordinate and conduct meetings with OC SAN as needed h. Participate in meetings with Environmental Department to identify cost-saving options regarding relocation of fixed elements and other laboratory equipment that can be salvaged and reused to save on the cost of replacing them SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 28 of 38 i. Conduct pre-bid meetings and Project site tours with OC SAN and prospective bidders j. Identify the list of laboratory equipment that require replacement to avoid contamination, which could be a compliance and sequencing challenge k. Develop requirements and/or criteria for design standards, construction performance, and develop an implementation process to ensure these requirements and/or criteria are met l. Coordinate the response to all questions from potential proposers m. Develop bid addenda n. Provide contract negotiation support to optimize opportunity for OC SAN to select the best form of contract and the PDBE with the best proposal that is within the budget. o. Facilitate proprietary one-on-one meetings with shortlisted proposers p. Identify Project permitting requirements q. Identify requirements for geotechnical site investigation r. Identify SCADA interface with Laboratory Information Management System (LIMS), building automation system, landscaping, fencing, safety, and security requirements s. Develop Project organizational structure that define the roles of the City of Fountain Valley, OC SAN, OC SAN’s OA, and the PDBE B. PHASE 2 – Preliminary Design Phase 1. The purpose of Preliminary Design Phase is to assist OC SAN and the PDBE to confirm the preliminary design scheme that can be incorporated into the new laboratory building while maintaining OC SAN’s needs and goals. 2. For planning purposes, the Preliminary Design Phase is estimated to have a one-year duration, and will conclude with the submittal of the Guaranteed Maximum Price (GMP) at what roughly correlates to a 60% level of detail. An interim validation deliverable will be generated by the PDBE and reviewed by OC SAN and the OA. 3. The PDB is assumed to recommend two work packages with two GMPs, one focused on Geotech/structures and one focused on building mechanical, HVAC, and architecture. It is assumed the GMP for Geotech/structures will be available six months after NTP and the GMP for the superstructure will be available 12 months after NTP. 4. The OA shall review the BIM 3D model-based conceptual design, developed by the PDBE, to confirm the site layout and design of the new lab building considering the required office space, storage area, and laboratory equipment, constructability of the building scheme while maintaining the functionality of the laboratory system 5. The OA shall provide resources to help create a collaborative approach between OC SAN and the PDBE through the Preliminary Design Phase SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 29 of 38 6. The OA must have in-depth knowledge of clash detection/BIM software and provide a shared knowledge resource that can be used for decisions during the laboratory building's design and construction lifecycle 7. The OA shall coordinate and resolve environmental, and technical issues to accomplish efficient delivery of the Preliminary Design Phase. The appropriate ownership of permitting risk shall be established in the procurement phase, integrated into the PDB contract, and managed by the appropriate parties during the preliminary design phase. 8. It is anticipated that an environmental assessment worksheet (CEQA) may be needed for this Project. The OA shall initiate the worksheet process and assist the PDBE in completion of addendum to Program EIR. 216 hours are budgeted to this activity. 9. It is assumed the PDB will hold biweekly technical workshops (two per month) to collaborate and there will be monthly task project progress meetings for this one-year phase. 10. The “general support” subtask of the WBS is dedicated to the management of the task. 50 hours per month (i.e., 600 hours total) will focus on the project management of the task. This includes a task-specific monthly progress report, reporting to integrate into various OC SAN systems and processes. It is also assumed monthly progress meetings will be held, typically a task monthly progress meeting would feature three attendees for approximately two hours. 11. The “meetings and workshops” subtask assumes 24 working PDB meetings (biweekly for 12 months) at 20 hours per meeting (four hours in duration, five OA attendees) plus monthly PDB project review meetings (inclusive of cost and schedule validation. The 12 PDB review meetings are budgeted at 12 hours per meeting (2 attendees, 2 hours per attendee, plus 8 hours of cost/schedule validation. 624 hours are budgeted to this subtask 12. A total of 3,000 hours of technical review is budgeted for the preliminary design phase. The technical duties of the OA shall include, but not be limited to: a. Conduct a design kickoff meeting and regular progress meetings with the PDBE and OC SAN staff to keep OC SAN informed on design progress and issues. OA shall also prepare agenda and meeting minutes and distribute for review comments from attendees b. Coordinate and attend meetings with the City of Fountain Valley and the PDBE as needed c. Provide technical review of materials submitted by the PDBE d. Provide technical review on CEQA and environmental assessment e. Review and evaluate BIM model as submitted by the PDBE to ensure the best use of proven infrastructure in the market f. Provide resources to ensure completion of the Preliminary Design Phase is on schedule and on budget g. Interpret performance requirements to negotiate performance guarantees SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 30 of 38 h. Coordinate with the PDBE any required permit application that may be needed during Preliminary Design Phase to ensure permit approval is granted in a timely manner i. It is assumed LEED Gold will be set as a project objective during the Procurement Phase and that the project will not pursue Envision certification. C. PHASE 3 – Final Design and Construction Phase 1. The purpose of Final Design and Construction Phase is to apply best practices in the industry to successfully manage the Project during final design, construction, and commissioning of the Project 2. The OA shall work closely with OC SAN and the PDBE to ensure that: a. OC SAN is getting the best value b. The final design, construction, and commissioning of the new laboratory building is completed in a timely manner c. Construction and commissioning sequencing are capable of keeping the laboratory testing in operation at all times. 3. For planning purposes, it is assumed construction will initiate six months after approval of the GMP. Construction is forecast to take two years. A one-year commissioning and closeout period will mostly overlap with construction, with three months extending beyond construction completion. 4. The Final Design and Construction Phase shall include final design, construction, and the commissioning period, during which the new/re-located laboratory equipment shall be commissioned and tested in compliance with regulatory requirements and applicable permits. 5. The OA shall lead the Project through the Final Design and Construction Phase utilizing a collaborative approach between OC SAN and the PDBE. The OA shall coordinate and resolve Project permitting, environmental, and technical issues to accomplish efficient delivery of this phase 6. The OA shall coordinate with PDBE to ensure OC SAN laboratory staff will be relocated to the new Laboratory Building prior to Project closeout 7. The duties of the OA shall include but not be limited to: a. Attend progress meetings and coordinate and conduct additional meetings with OC SAN as needed. Monthly meetings during this phase are assumed. b. Coordinate and attend meetings with any regulatory agencies and the PDBE as needed c. Coordinate with the PDBE on any required permit application that may be needed during the Final Design and Construction Phase to ensure permit approval is granted in a timely manner d. Develop, facilitate a process, and assist OC SAN obtain Guaranteed Maximum Prices (GMPs) for the construction of the Project at the earliest point feasible e. Review and comment on the PDBE’s BIM digital representation of the new Laboratory Building to solve any construction issues or concerns SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 31 of 38 f. Evaluate different design options and risks and provide its recommendation to OC SAN g. Provide options for accelerating specific design packages to accommodate early construction completion, if feasible h. Perform Project design review, cost/schedule control, quality and compliance control, and review quality assurance efforts by the PDBE as to complete the Project on schedule and/or below budget i. Manage cost negotiations. Cost negotiations shall include providing independent engineering Project cost estimates, evaluating and validating design-build cost proposals, and assisting OC SAN in the negotiations of the GMP j. Provide construction engineering support, including Resident Engineer services, for the construction and installation, commissioning, and closeout phases of this Project k. Provide technical review comments and response to materials submitted by the PDBE. Technical review and responses shall also include dispute resolution, Request for Information (RFIs), and change orders l. Review the submittals including, but not be limited to, shop drawings, vendor tests, certifications, and test reports m. Provide field personnel to be in charge of the QA/QC program and coordinate with PDBE/OC SAN to inspect and monitor construction activities n. Provide specialty review services during construction including, but not limited to geotechnical engineering, structural engineering, fire protection, landscape architectural, and furniture/fixtures/equipment support services o. Coordinate Building commissioning activities with PDBE/OC SAN to ensure no impact to plant operations, regulatory compliance requirements, and overall laboratory analysis. OA shall attend commissioning team meetings to plan, develop the scope, coordinate, schedule activities, resolve problems, review and comment on the commissioning plan, and evaluate the integration/commissioning phase sequencing p. Provide monitoring during the acceptance testing activities q. Perform site inspections including, but not limited to rough-in of systems and equipment for installation, verification, and adequacy of testing and maintenance arrangements r. Participate in Project final inspection and make recommendations on the completion of the work including completion of punch list items, site cleanup, leakage, and overall system operations. OA shall develop punch lists of items required to be completed prior to Final Acceptance of the project by OC SAN s. Provide memorandum on satisfaction of required conditions for acceptance tests, substantial completion, and acceptance of the Project t. Provide Project completion/closeout support. OA shall inspect, review PDBE’s as-built drawings and Final Record Drawings. SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 32 of 38 u. Perform necessary construction management activities for the PDBE work, including, but not limited to, construction management, inspection, and Resident Engineer services for construction, installation, commissioning, and closeout phases of this project v. Provide necessary support to prepare Certification of Substantial Completion and warranty A total of 14,860 hours are budgeted for the final design and the two years of construction. 4,000 of those hours are focused on final design, with 10,860 hours focused on construction. The 4,000 hours of final design are taking two GMPs (roughly a 60 percent level of detail) to a final design. The two GMPs are staggered by six months. Of the 4,000 hours for final design, roughly 600 hours are focus on project management and controls (50 hours per month) with 3000 hours for technical reviews and 400 hours for environmental review documentation and permit coordination. The technical reviews are necessary to ensure the PDB takes the GMP to a final design so the construction team can evaluate whether quality standards have been achieved. The 10,860 hours includes 10,000 hours for full-time construction management and 860 hours for commissioning/closeout support. OA estimates 2.5 FTE are needed for CM (one full-time resident, one inspector, and half-time support from a second inspector) for two years of construction. The construction management team will absorb many of the typical construction processes seen in a design-bid-build environment. Through the collaborative nature of the preliminary and final design, OC SAN should stand to benefit from reduced RFIs, submittals, change order disputes, etc. For a project with $80M of construction, typical construction-phase metrics would include: 1. RFIs: 500, with an average of 8 hours per RFI to respond (4000 hours) 2. Submittals: 500, with an average of 12 hours (8 per submittal, 1.5 review cycles per submittal, adds to 6000 hours) 3. Change Order and dispute resolution: 40, with an average of 16 hours per change order (640). IV. TENTATIVE TIMELINE • July 1 2025 - June 30 2026 – Procurement and Preconstruction Phase • July 1, 2026: NTP for PDB • July 1, 2026 - June 30, 2027 – One Year Preliminary Design Phase • Assumption that PDB will develop two GMPs. One for foundation/structural and one for building mechanical, HVAC, and architectural • Assumption that GMP for foundation/structural will be available January 1, 2027 and the GMP for building mechanical, HVAC, and architectural will be available July 1, 2027 • Assumes OA/OC SAN approves GMP for • July 1, 2027 – June 30, 2029 – Construction Phase • January 2029 to December 2029 – Project Commissioning and Closeout SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 33 of 38 V. EXHIBITS • For Exhibits 1-18, see Task 2 • Exhibit 19.2: PS19-03 Laboratory Rehabilitation Feasibility Study- Final Report, HDR, April 14, 2023 • Exhibit 19.3: PS19-03 Laboratory Rehabilitation Feasibility Study Peer Review, Hazen and Sawyer, March 2023 SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 34 of 38 PROGRAM MANAGEMENT AND ORGANIZATION I. REQUIRED TASKS The following required tasks, as further detailed in this Scope of Work (SOW), shall form the basis for the fee proposal submitted in response to the RFP as negotiated. A. Task 1 – PDB Program Management CONSULTANT shall guide OC SAN to develop the comprehensive PDB Program including, but not limited to, workflows and procedures, templates, program implementation plan and schedule, required deliverables, milestones, program document control and change management systems, and other documentations, as applicable, to ensure that the PDB Program meets regulatory and OC SAN’s requirements. B. Task 2 – Project No. J-137 Ocean Outfalls Rehabilitation This project will rehabilitate the 120-inch and the 78-inch Ocean Outfalls. The 120-inch scope of work includes removing debris blocking diffusers access ports, replacing all hardware that reinforces pipe joints, adding ballast rock in shallow sections, replacing existing manhole covers, removing internal outfall sediment deposits, and replacing the flap gates. This Project will also perform a detailed inspection and condition assessment of the 78-inch Emergency Outfall. See the Project No J-137 scope of work for details on the 78-inch Emergency Outfall. C. Task 3 – Project No. J-133 Laboratory Replacement at Plant No.1 This project will replace the Central Laboratory building at Plant No. 1. The new building will be located at 18350 Mt. Langley Street in Fountain Valley, the same location as the existing commercial office building owned by OC SAN, adjacent to the new Headquarters Building. This project includes the demolition of the existing commercial office building and the construction of a new laboratory in its place. See the Project No J- 133 scope of work for more details. D. Task 4 – Allowance for Future Tasks OC SAN may add new projects to the PDB Program described in the RFP. OC SAN currently has a list of prospective projects for future PDB consideration. The review of that list is included in this SOW. OC SAN allocated 2,000 hours for Task 4 to be utilized on as needed basis. E. Task 5 – Legal Support Services A 500-hour allowance for expert legal services to review agreement templates for compliance with California PDB best practices. II. FEE PROPOSAL The Fee Proposal must be based on Task 1, Task 2, Task 3, and Task 4 as described in the different RFP scopes of work and must include all requirements and deliverables as further detailed below. A. For Tasks 1 and 2 the Cost Matrix and Summary (Attachment I) should be based on 2025 anticipated hourly rates. SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 35 of 38 B. For Task 3, the Cost Matrix and Summary (Attachment I) should be based on 2026 anticipated hourly rates. C. For Task 4, the Cost Matrix and Summary (Attachment I) should be based on 2026 anticipated hourly rates. D. All project invoicing is assumed to be aggregated on a contractual basis, with sections of the invoice dedicated to each of the five contract tasks. III. KEY POSITIONS, ROLE, AND EXPERIENCE The OA shall be co-located with OC SAN staff and selected PDB Firm. Co-location is a best practice for PDB delivery recommended by DBIA and the WCDA. The RFP stated an assumption that the OA team would be co-located at OC SAN in a construction trailer at Plant 1. OC SAN has since clarified that assumption that OA staff can be deployed at OC SAN’s headquarters building. Travel to OC SAN will be common for key staff (such as Task Leads, Project Controls Lead, etc.). All travel will be aggregated and billed within Task 1. OC SAN Project Managers will provide direction on the necessity of support staff appearing in-person versus a hybrid meeting via teams (example: the necessity of cost estimating and scheduling during design workshops for GMP development). CONSULTANT’s proposal must clearly demonstrate the experience and qualifications outlined below. CONSULTANT shall provide the following key staff. A. Program/Project Manager (PM) 1. The individual in this role shall manage CONSULTANT’s teams assigned to various Tasks and shall coordinate various CONSULTANT’s assignments to ensure consistency of program/project(s) implementation. 2. OC SAN’s Project Manager with assistance of CONSULTANT’s PM will serve as the main point of contact for each task described herein. 3. PM shall be responsible for providing development and implementation support for OC SAN’s PDB Program, including planning, organization, procurement documentation, budget, and schedule development. PM shall ensure the quality of PDB Program and all project(s) deliverables. 4. PM must demonstrate the following experience and qualifications: a. Minimum of 5 years of program and collaborative project delivery experience with demonstrated ability to manage large project teams and a minimum of 2 years of direct PDB experience leading design workshops, constructability reviews, value engineering sessions, public hearings, or similar types of meetings. b. Holding of similar positions with the same or similar responsibilities of PDB OA as specified in the RFP. Project experience must include management, planning, engineering, construction support, and change management for collaborative delivery projects of similar size, nature, and complexity. c. Minimum of 2 years’ experience in construction demonstrating collaboration with contractors in true partnership and team building structure, preferably in PDB projects. SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 36 of 38 d. Be a registered engineer in the State of California and have a DBIA certification e. Project Management Professional (PMP) is desirable. B. Project Engineer (PE)/ Resident Engineer (RE) 1. Individual(s) in this capacity will be responsible for oversight and production of the technical work, including planning, design support, and construction management support as needed to assist OC SAN’s PDB Program and project teams with implementation of the PDB Program on projects identified as required tasks. 2. Individuals proposed as PEs/REs for required tasks must demonstrate experience with projects of similar size, nature, and complexity; and be a registered professional engineer in the State of California. DBIA certification is required. 3. For future Tasks not specifically identified in the RFP, PE/RE qualification requirements will be provided in OC SAN’s future Request for Task Proposal. C. Lead Program Controls (PC) 1. PC will be responsible for monitoring and auditing information related to project controls, scheduling, work breakdown structure (WBS), and budgeting. 2. PC must meet the following qualifications: a. Minimum of 5 years of project controls experience b. Minimum of 2 years’ experience as a lead Project Controls or similar position with responsibility for complex projects of $25 Million or more c. Professional project controls management certification such as Project Management Professional (PMP). Certified Project Control Professional (CPCP) is not required but is encouraged. D. Lead Program Scheduler (PS) 1. PS will be responsible for: a. Design, implementation, and maintenance of the PDB Program and individual projects schedules b. Creating and maintaining the PDB Program schedule templates and individual customized Project schedules in Primavera 6 (P6) or Oracle Primavera Cloud, including the monthly schedule updates c. Creating programmatic cash flow curves and suggest customized cash flow curves for each project, including the yearly cash flow curve updates at the time of yearly OC SAN Budget Validation d. Coordinating the PDB Program schedule with project schedules for projects identified as Required Tasks and any additional tasks once negotiated between OC SAN and CONSULTANT e. Reviewing contractor’s pay application (PayApp), issuing narrative, and assisting in PayApp negotiations SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 37 of 38 2. Individual(s) in this role are also expected to coordinate other projects, contractors, and consultants, when applicable. 3. PS must meet the following experience requirements: a. Minimum of 5 years of project scheduling experience b. Minimum of 3 years’ experience as a Lead Scheduler on complex projects of $25 Million or more c. Professional scheduling certification such as Project Scheduling Professional (PMI-SP). Planning and Scheduling Professional (PSP) is not required, but is encouraged. d. The PS shall provide a construction scheduler, proficient in the use of Primavera P6 Professional Project Management software and Oracle Primavera Cloud, who shall have a minimum of 5 years of verifiable experience in construction work sequencing, productivity, preparation, and maintenance of detailed construction schedules for individual contracts of $25 Million or more in constructed value. E. Program Cost Estimator (PCE) 1. PCE will prepare the PDB Program/project cost estimates, cost estimate reviews, estimate and review of GMP for each PDB project. 2. PCE will provide support to OC SAN’s staff with review and analysis of construction budgets and the Budget Validation. 3. PCE must meet the following experience requirements: a. Minimum of 5 years of cost estimating experience b. Minimum 3 years’ experience as lead cost estimator on complex projects of $25 Million or more c. Held positions of similar responsibility as described in this SOW d. Cost estimator certifications, such as Professional Cost Estimator/Analyst (PCEA), Certified Estimating Professional (CEP), or Certified Professional Estimator (CPE), or equivalent is not required, but encouraged. DBIA certification is required. e. Demonstrated proficiency in using cost estimating software such as RS Means, Timberline, CostLink/MCACES, Excel or equivalent f. The cost estimates shall be prepared by a qualified cost estimator. For projects with a construction cost of $25 Million or more, the person preparing the estimate shall have a minimum of 5 years of cost estimating experience and shall have prepared estimates for at least 4 projects of similar size and complexity. Although not required, OC SAN prefers that the estimator be certified by a national cost estimating organization or society. F. Quality Control Manager (QCM) 1. The CONSULTANT shall provide a QCM. The QCM shall provide oversight of the quality control program. The QCM shall work with OC SAN to develop a program- SCOPE OF WORK Project No. PDB24-00 Progressive Design-Build OA, Program Management, and Professional Engineering Support Services Page 38 of 38 specific quality control plan and ensure that the program’s plan is implemented and followed. 2. The QCM should have the following experience and qualifications: a. A minimum of 5 years’ experience in quality control, with at least 3 years working on a large, multi-discipline design-build/PDB project b. Held positions of similar responsibility to that described herein for a project with construction valued at $25 million or greater c. Project experience should include QA/QC plan development, implementation, and monitoring; plan and specification document checking and review; and change management. d. Be a registered engineer in the State of California G. Contract Administrator and Solicitation Support Coordinator Individual(s) in this role will provide technical assistance with development, quality control, and technical review of all required standard PDB templates and project specific RFP/RFQ documents. CONSULTANT shall be responsible for production, document control, and review coordination with OC SAN staff and legal counsel review when applicable. CONSULTANT shall work closely with and provide technical support to OC SAN’s Contracts Administration PDB Program and project assigned staff during solicitation and post-award phases of each Task identified in this SOW. IV. DESCRIPTION OF REQUIRED SERVICES AND DELIVERABLES TO BE PROVIDED A. Overall responsibility for selection, termination, development, performance, and succession management of program/project related staff within CONSULTANT teams. B. Direct development of CONSULTANT’s budgets and services to ensure compliance of the program/project(s) within planned expenditures and schedules. C. Ensure that the program/project(s) is implemented in compliance with applicable regulatory requirements and OC SAN’s policies and procedures, including program audits and other methods of oversight. D. Ensure that the program/project(s) activities are executed in a manner compliant with OC SAN’s permit and environmental requirements and in keeping with OC SAN’s mission and goals. E. Ensure the development, compliance, and maintenance of the program/project(s) policies and procedures applicable to the PDB delivery method as well as overall adherence to the Program Risk Management Plan. F. Assist OC SAN’s staff coordinate with legal counsel, as applicable, to ensure legal compliance in all relevant areas. G. Provide program/project support to OC SAN's staff with Board, management, and staff presentations and communications including, but not limited to, reports, charts, forms, letters, and other administrative duties as needed. 10/29/2024 1 Progressive Design-Build Owner Advisor, Program Management, and Professional Engineering Support Services, Project No. PDB24-00 Presented by: Don Cutler, Engineering Manager Operations Committee November 6, 2024 Professional Services Agreement v Orange CountySanitation District70thAnniversary 2 Preliminary Design Detailed Design Bid Construction Preliminary Design Detailed Design Construction Potential Time Savings Traditional Design-Bid-Build Method Progressive Design-Build Method Cost Established Cost Established 1 2 10/29/2024 2 v Orange CountySanitation District70thAnniversary Task 1 – Program Framework Task 2 – Ocean Outfalls Rehab Task 3 – Lab Replacement Task 4 – Future Project Support Task 5 – Legal Support 3 v Orange CountySanitation District70thAnniversary 4 Structure Contract Procurement • Cost Control • Document Control • Risk Management • Agreements • Conditions and Requirements • RFQ/RFP • Terms List 3 4 10/29/2024 3 v Orange CountySanitation District70thAnniversary 5 Long Outfall Scope: •Replace 47 manholes •Clean inside pipe •Replace flap gate •Add ballast rock Short Outfall Scope: •Condition assessment •Essential repairs •Port cleaning Why Progressive Design-Build? •Can select most qualified contractor •Collaborative project delivery •Contractor/Designer can inspect, design, and correct short outfall repairs •Long outfall repairs are well defined Long Outfall: 120-in pipe, 200-ft deep, 500 diffusers OC SAN PLANT NO. 2 Reclamation Plant No. 2 Major Streets Ocean Outfalls v Orange CountySanitation District70thAnniversary 6 Mt. Langley Headquarters Building Project Scope: •Existing Lab Building needs rehabilitation (36,000 sq ft to 56,000 sq ft) •Replace existing Lab Building Why Progressive Design-Build? •Project is well defined through a feasibility study •Procurement type is common for buildings •Turnkey delivery of project •Building construction is not OC San’s expertise 5 6 10/29/2024 4 v Orange CountySanitation District70thAnniversary 7 20312030202920282027202620252024 Task 1 PDB Documents PDB Program Support Task 2 Outfall Procurement Preliminary Design – GMP Final Design/Construction Task 3 Laboratory Procurement Preliminary Design – GMP Final Design/Construction Orange CountySanitation District70thAnniversary 8 •34 firms attended Pre-Proposal Meeting •Two proposals received •Hazen & Sawyer selected •Responsive proposal with sound project approach •Strong design-build team with OC San experience 7 8 10/29/2024 5 v Orange CountySanitation District70thAnniversary 9 •Clarified scope of work and design assumptions •Confirmed full Construction Management services are required •Additional effort for outfall inspection Negotiated Original ProposalHours by Task $3,737,536$4,959,965Task 1 $7,941,723$6,683,104Task 2 $6,777,840$5,070,298Task 3 $632,900$621,947Task 4 $250,000$250,000Task 5 $19,340,000$17,596,316Total Fee 61,11053,958Total Hours v Orange CountySanitation District70thAnniversary Recommend to the Board of Directors to: A. Approve a Professional Services Agreement with Hazen and Sawyer to provide engineering services for Progressive Design-Build Owner Advisor, Program Management, and Professional Engineering Support Services, Project No. PDB24-00, for an amount not to exceed $19,340,000; and B. Approve a contingency of $1,934,000 (10 %). C. Find approval of the Professional Services Agreement with Hazen and Sawyer is not a project subject to the California Environmental Quality Act. 10 9 10 10/29/2024 6 1954 - 2024 Orange County Sanitation District 70th Anniversary 11 11 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.