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HomeMy WebLinkAbout02-05-2025 Operations Committee Meeting Complete Agenda Packet SPECIAL NOTICE PUBLIC ATTENDANCE & PARTICIPATION AT PUBLIC MEETINGS Operations Committee Meeting Wednesday, February 5, 2025 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: 410 601 445# 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! January 29, 2025 NOTICE OF REGULAR MEETING OPERATIONS COMMITTEE ORANGE COUNTY SANITATION DISTRICT Wednesday, February 5, 2025 – 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, February 5, 2025 at 5:00 p.m. OPERATIONS COMMITTEE MEETING DATE BOARD MEETING DATE 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 11/05/25 11/19/25 * 12/03/25 12/17/25 * JANUARY DARK 01/28/26 * Meeting will be held on the third Wednesday of the month ROLL CALL OPERATIONS COMMITTEE Engineering and Operations & Maintenance Meeting Date: February 5, 2025 Time: 5:00 p.m. COMMITTEE MEMBERS (14) Pat Burns (Chair) Bob Ooten (Vice-Chair) Joyce Ahn Debbie Baker Doug Chaffee Johnathan Ryan Hernandez Stephanie Klopfenstein Lisa Landau Carlos A. Leon Tom Lindsey Scott Minikus Jamie Valencia 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 1/28/2025 BOARD OF DIRECTORS Complete Roster AGENCY/CITIES ACTIVE DIRECTOR ALTERNATE DIRECTOR Anaheim Carlos A. Leon Ryan Balius Brea Christine Marick Cecilia Hupp Buena Park Joyce Ahn Lamiya Hoque Cypress Scott Minikus Bonnie Peat Fountain Valley Glenn Grandis Ted Bui Fullerton Jamie Valencia Shana Charles Garden Grove Stephanie Klopfenstein Cindy Ngoc Tran Huntington Beach Pat Burns Gracey Van Der Mark Irvine Melinda Liu Kathleen Treseder La Habra Jose Medrano Rose Espinoza La Palma Debbie Baker Vikesh Patel Los Alamitos Jordan Nefulda Tanya Doby Newport Beach Erik Weigand Michelle Barto Orange Jon Dumitru John Gyllenhammer Placentia Chad Wanke Ward Smith Santa Ana Johnathan Ryan Hernandez Jessie Lopez Seal Beach Lisa Landau Ben Wong Stanton David Shawver John D. Warren Tustin Ryan Gallagher Austin Lumbard Villa Park Jordan Wu Kelly McBride 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 Dan Ferons Yorba Linda Water District Tom Lindsey Gene Hernandez County Areas Board of Supervisors Doug Chaffee Donald P. Wagner OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, February 5, 2025 - 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, February 5, 2025 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. 1.2025-4020APPROVAL OF MINUTES RECOMMENDATION: Approve minutes of the Regular meeting of the Operations Committee held December 4, 2024. Originator:Kelly Lore Agenda Report 12-04-2024 Operations Committee Meeting Minutes Attachments: 2.2025-4046MAIN SEWAGE PUMP NO. 1 AND SPARE SEWAGE PUMP REPAIR AT PLANT NO. 2 (MP2-018), SPECIFICATION NO. S-2024-652BD RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a General Services Contract to Bender CCP, Inc. to provide Main Sewage Pump No. 1 and Spare Sewage Pump Repair at Plant No. 2 (MP2-018), Specification No. S-2024-652BD, for a total amount not to exceed $999,780; and Page 1 of 4 OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, February 5, 2025 B. Approve a contingency of $99,978 (10%). Originator:Riaz Moinuddin Agenda Report General Services Contract S-2024-652BD Attachments: 3.2025-4068QUARTERLY ODOR COMPLAINT REPORT RECOMMENDATION: Receive and file the Fiscal Year 2024-25 Second Quarter Odor Complaint Report. Originator:Riaz Moinuddin Agenda Report FY 2024-25 Second Quarter Odor Complaint Report Attachments: 4.2025-4075SEWER PIPELINE CCTV INSPECTION SERVICES, SPECIFICATION NO. S-2024-642BD RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a General Services Contract to Performance Pipeline Technologies, Inc., DBA Sanitation Systems, to provide As-Needed Sewer Pipeline CCTV Inspection Services, Specification No. S-2024-642BD, for a total amount not to exceed $633,375 for a one-year period, with four (4) one-year renewal options; and B. Approve a contingency of $126,675 (20%). Originator:Riaz Moinuddin Agenda Report General Services Contract S-2024-642BD Attachments: 5.2025-4053COATING AND CORROSION MANAGEMENT ASSESSMENT STAFFING SUPPORT SERVICES, SPECIFICATION NO. CS-2024-645BD RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Consultant Services Agreement with Corrpro Companies, Inc. for Coating and Corrosion Management Assessment Staffing Support Services, Specification No. CS-2024-645BD, for the period of March 1, 2025, through February 28, 2026, for a total annual amount not to exceed $700,000, with four (4) one-year renewal options; and B. Approve a contingency of $70,000 (10%). Page 2 of 4 OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, February 5, 2025 Originator:Mike Dorman Agenda Report PCSA & SOW CS-2024-645BD Attachments: 6.2025-4060CONTROL ROOM RECONFIGURATION AT PLANT NO. 1, CONTRACT NO. J-120A RECOMMENDATION: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for Control Room Reconfiguration at Plant No. 1, Contract No. J-120A; B. Award a Construction Contract Agreement to Estate Design and Construction, Inc. for Control Room Reconfiguration at Plant No. 1, Contract No. J-120A as part of Process Control System Upgrades, Project No. J-120, for a total amount not to exceed $1,033,000; and C. Approve a contingency of $103,300 (10%). Originator:Mike Dorman Agenda Report Construction Contract Agreement - J-120A Attachments: 7.2025-4084CENGEN AND 12KV SERVICE CENTER SWITCHGEAR BATTERY SYSTEM UPGRADES AT PLANT NO. 1, PROJECT NO. FR1-0005 RECOMMENDATION: Recommend to the Board of Directors to: Approve a contingency increase of $97,000 (10%) to the existing Construction Contract with Mass. Electric Construction Co. for CenGen and 12kV Service Center Switchgear Battery System Upgrades at Plant No. 1, Project No. FR1-0005, for a new total contingency of $194,000 (20%). Originator:Mike Dorman Agenda ReportAttachments: NON-CONSENT: 8.2024-3409HVAC REPLACEMENT FOR PLANT NO. 2 CENTRIFUGE BUILDING, OPERATIONS BUILDING, AND BITTER POINT PUMP STATION, PROJECT NO. SC22-02 RECOMMENDATION: Recommend to the Board of Directors to: A. Approve Purchase Order and Master Turnkey Agreement with Trane U.S. Inc., for the HVAC Replacement for Plant No. 2 Centrifuge Building, Operations Page 3 of 4 OPERATIONS COMMITTEE Regular Meeting Agenda Wednesday, February 5, 2025 Building, and Bitter Point Pump Station, Project No. SC22-02, utilizing the Omnia Cooperative Purchasing Agreement, Contract Number 3341, for a total amount not to exceed $2,746,477; and B. Approve a contingency of $274,647 (10%). Originator:Mike Dorman Agenda Report Master Turnkey Agreement SC22-02 Attachments: INFORMATION ITEMS: 9.2025-4047MID-YEAR FINANCIAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 2024 RECOMMENDATION: Information Item. Originator:Wally Ritchie Agenda Report Presentation - Mid-Year Financial Report Attachments: DEPARTMENT HEAD REPORTS: CLOSED SESSION: None. 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 Special Meeting of the Operations Committee on March 5, 2025 at 4:00 p.m. Page 4 of 4 OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4020 Agenda Date:2/5/2025 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 December 4, 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: ·December 4, 2024 Operations Committee meeting minutes Orange County Sanitation District Printed on 1/24/2025Page 1 of 1 powered by Legistar™ Orange County Sanitation District Minutes for the OPERATIONS COMMITTEE Wednesday, December 4, 2024 5:00 PM Board Room Headquarters 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, December 4, 2024 at 5:00 p.m. in the Orange County Sanitation District Headquarters. Director Stephen Faessel led the pledge of allegiance. ROLL CALL AND DECLARATION OF QUORUM: Assistant Clerk of the Board Jackie Castro declared a quorum present as follows: PRESENT:Joyce Ahn, Pat Burns, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Stephanie Klopfenstein, Robert Ooten and Schelly Sustarsic ABSENT:Debbie Baker, Doug Chaffee, Johnathan Ryan Hernandez, Tom Lindsey, Scott Minikus and Bruce Whitaker 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; Lan Wiborg, Director of Environmental Services; Jackie Castro, Assistant Clerk of the Board; Scott Ahn; Daniel Berokoff; Jon Bradley; Yiping Cao; Mortimer Caparas; Sam Choi; Tanya Chong; Raul Cuellar; Don Cutler; Thys DeVries; Martin Dix; Beverly Encina; Justin Fenton; Al Garcia; David Haug; Mark Kawamoto; Hardat Khublall; Marianne Kleine; Tina Knapp; Tom Meregillano; Rebecca Polcyn; Valerie Ratto; Kevin Schuler; Don Stokes; Thomas Vu; Brian Waite; Kevin Work; and Ruth Zintzun were present in the Board Room. OTHERS PRESENT: Mal Richardson, General Counsel, was present in the Board Room. PUBLIC COMMENTS: None. REPORTS: Chair Burns announced that the December Steering and Board meetings would be held a week earlier, on Wednesday, December 18, due to the Christmas holiday. He also reminded the Directors to turn on their microphones when speaking to ensure that audio is properly captured for the live stream and recording. General Manager Rob Thompson did not provide a report. Page 1 of 9 OPERATIONS COMMITTEE Minutes December 4, 2024 CONSENT CALENDAR: 1.APPROVAL OF MINUTES 2024-3976 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the Regular meeting of the Operations Committee held November 6, 2024. AYES:Joyce Ahn, Pat Burns, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Stephanie Klopfenstein, Robert Ooten and Schelly Sustarsic NOES:None ABSENT:Debbie Baker, Doug Chaffee, Johnathan Ryan Hernandez, Tom Lindsey, Scott Minikus and Bruce Whitaker ABSTENTIONS:None 2.ENGINEERING PROGRAM CONTRACT PERFORMANCE REPORT 2024-3988 Originator: Mike Dorman MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Engineering Program Contract Performance Report for the period ending September 30, 2024. AYES:Joyce Ahn, Pat Burns, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Stephanie Klopfenstein, Robert Ooten and Schelly Sustarsic NOES:None ABSENT:Debbie Baker, Doug Chaffee, Johnathan Ryan Hernandez, Tom Lindsey, Scott Minikus and Bruce Whitaker ABSTENTIONS:None 3.PLATFORM MODIFICATIONS FOR PROCESS AREAS AT PLANT NO. 1 AND NO. 2, PROJECT NO. FE22-01 2023-3246 Originator: Mike Dorman MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Page 2 of 9 OPERATIONS COMMITTEE Minutes December 4, 2024 A. Receive and file Bid Tabulation and Recommendation for Platform Modifications for Process Areas at Plant No. 1 and No. 2, Project No. FE22-01; B. Award a Construction Contract Agreement to Tharsos, Inc., for Platform Modifications for Process Areas at Plant No. 1 and No. 2, Project No. FE22-01, for a total amount not to exceed $494,494; and C. Approve a contingency of $74,174 (15%). AYES:Joyce Ahn, Pat Burns, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Stephanie Klopfenstein, Robert Ooten and Schelly Sustarsic NOES:None ABSENT:Debbie Baker, Doug Chaffee, Johnathan Ryan Hernandez, Tom Lindsey, Scott Minikus and Bruce Whitaker ABSTENTIONS:None 4.NEWHOPE-PLACENTIA SEWER MANHOLE REPLACEMENTS, PROJECT NO. FE21-08 2024-3417 Originator: Mike Dorman MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for Newhope-Placentia Sewer Manhole Replacements, Project No. FE21-08; B. Award a Construction Contract Agreement to Sancon Technologies, Inc., for Newhope-Placentia Sewer Manhole Replacements, Project No. FE21-08, for a total amount not to exceed $406,730; and C. Approve a contingency of $81,346 (20%). AYES:Joyce Ahn, Pat Burns, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Stephanie Klopfenstein, Robert Ooten and Schelly Sustarsic NOES:None ABSENT:Debbie Baker, Doug Chaffee, Johnathan Ryan Hernandez, Tom Lindsey, Scott Minikus and Bruce Whitaker ABSTENTIONS:None 5.INSTALLATION AND DISPOSAL OF ACTIVATED CARBON MEDIA FOR PLANT NO. 1 AND PLANT NO. 2 CENTRAL GENERATION FACILITIES, SPECIFICATION NO. S-2024-648BD 2024-3959 Originator: Riaz Moinuddin Page 3 of 9 OPERATIONS COMMITTEE Minutes December 4, 2024 MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a General Services Contract to MP Environmental Services, Inc. to install and dispose of activated carbon media for Plant No. 1 Co-Gen and Plant No. 2 Central Generation (CenGen) facilities, Specification No. S-2024-648BD, for a total amount not to exceed $713,880 for the period beginning January 1, 2025, through December 31, 2025, with four (4) one-year renewal options; and B. Approve an annual contingency of $71,388 (10%). AYES:Joyce Ahn, Pat Burns, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Stephanie Klopfenstein, Robert Ooten and Schelly Sustarsic NOES:None ABSENT:Debbie Baker, Doug Chaffee, Johnathan Ryan Hernandez, Tom Lindsey, Scott Minikus and Bruce Whitaker ABSTENTIONS:None 6.PROTECTIVE RELAY AND CIRCUIT BREAKER TESTING, SPECIFICATION NO. S-2024-636BD 2024-3960 Originator: Riaz Moinuddin MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a General Services Contract to Electric Power Systems International, Inc. to provide Protective Relay and Circuit Breaker Testing, Specification No. S-2024-636BD, for a total amount not to exceed $426,395 for a three-year period; and B. Approve a contingency of $106,598 (25%). AYES:Joyce Ahn, Pat Burns, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Stephanie Klopfenstein, Robert Ooten and Schelly Sustarsic NOES:None ABSENT:Debbie Baker, Doug Chaffee, Johnathan Ryan Hernandez, Tom Lindsey, Scott Minikus and Bruce Whitaker ABSTENTIONS:None 7.CENTRIFUGE DEWATERING LUBRICATION RING PUMP REPLACEMENT AT PLANT NO. 2, PROJECT NO. MP2-015 2024-3961 Originator: Riaz Moinuddin MOVED, SECONDED, AND DULY CARRIED TO: Page 4 of 9 OPERATIONS COMMITTEE Minutes December 4, 2024 A. Approve a Sole Source General Services Contract with DXP Enterprises, Inc. for the Centrifuge Dewatering Lubrication Ring Pump Replacement at Plant No. 2, Project No. MP2-015, for a total amount not to exceed $211,158; and B. Approve a contingency of $21,116 (10%). AYES:Joyce Ahn, Pat Burns, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Stephanie Klopfenstein, Robert Ooten and Schelly Sustarsic NOES:None ABSENT:Debbie Baker, Doug Chaffee, Johnathan Ryan Hernandez, Tom Lindsey, Scott Minikus and Bruce Whitaker ABSTENTIONS:None 8.SITE ACCESS AND LICENSE AGREEMENT - ROCCS BREA DOSING STATION 2024-3979 Originator: Riaz Moinuddin MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a new site access and property license agreement with ROD International Holdings, LLC to lease property to install, maintain, and operate a chemical dosing station at 835 South Brea Boulevard in the City of Brea for a term of 36 months at the following lease terms, in a form approved by General Counsel: ·February 01, 2025, through January 31, 2026, $4,036.26 each month, ·February 01, 2026, through January 31, 2027, $4,133.35 each month, ·February 01, 2027, through January 31, 2028, $4,233.35 each month; and B. Authorize the General Manager or designee to negotiate and approve one optional 36-month lease renewal period, in a form approved by General Counsel. AYES:Joyce Ahn, Pat Burns, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Stephanie Klopfenstein, Robert Ooten and Schelly Sustarsic NOES:None ABSENT:Debbie Baker, Doug Chaffee, Johnathan Ryan Hernandez, Tom Lindsey, Scott Minikus and Bruce Whitaker ABSTENTIONS:None 9.OCEAN OUTFALL BOOSTER STATION ELEVATOR REHABILITATION, PROJECT NO. SC20-02 2024-3412 Originator: Mike Dorman Page 5 of 9 OPERATIONS COMMITTEE Minutes December 4, 2024 MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Purchase Order to TK Elevator (TKE) for Ocean Outfall Booster Station Elevator Rehabilitation, Project No. SC20-02, using Sourcewell Cooperative Contract No. 020923-TER for an amount not to exceed $216,981; and B. Approve a contingency of $43,396 (20%). AYES:Joyce Ahn, Pat Burns, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Stephanie Klopfenstein, Robert Ooten and Schelly Sustarsic NOES:None ABSENT:Debbie Baker, Doug Chaffee, Johnathan Ryan Hernandez, Tom Lindsey, Scott Minikus and Bruce Whitaker ABSTENTIONS:None NON-CONSENT: 10.LOS ALAMITOS SUB-TRUNK AND WESTSIDE RELIEF INTERCEPTOR REHABILITATION, CONTRACT NO. 3-64C 2024-3900 Originator: Mike Dorman Engineering Supervisor Marianne Kleine presented a PowerPoint on the Los Alamitos Sub-Trunk and Westside Relief Interceptor Rehabilitation project, Contract No. 3-64C. The presentation included an overview of the project scope, pipe construction methods, bid results, and the recommendation. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for Los Alamitos Sub-Trunk and Westside Relief Interceptor Rehabilitation, Contract No. 3-64C as part of the Rehabilitation of Western Regional Sewers, Project No. 3-64; B. Approve a project budget increase of $2,300,000 for Rehabilitation of Western Regional Sewers, Project No. 3-64, for a new total project budget of $96,300,000; C. Award a Construction Contract Agreement to T. E. Roberts, Inc., for Los Alamitos Sub-Trunk and Westside Relief Interceptor Rehabilitation, Contract No. 3-64C, for a total amount not to exceed $35,320,572; and D. Approve a construction contract agreement contingency of $3,532,057 (10%). Page 6 of 9 OPERATIONS COMMITTEE Minutes December 4, 2024 AYES:Joyce Ahn, Pat Burns, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Stephanie Klopfenstein, Robert Ooten and Schelly Sustarsic NOES:None ABSENT:Debbie Baker, Doug Chaffee, Johnathan Ryan Hernandez, Tom Lindsey, Scott Minikus and Bruce Whitaker ABSTENTIONS:None 11.LOS ALAMITOS SUB-TRUNK AND WESTSIDE RELIEF INTERCEPTOR REHABILITATION, CONTRACT NO. 3-64C 2023-3046 Originator: Mike Dorman Ms. Kleine provided a report of the item. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve a Professional Construction Services Agreement with AECOM Technical Services, Inc., to provide construction support services for Los Alamitos Sub-Trunk and Westside Relief Interceptor Rehabilitation, Contract No. 3-64C, as part of the Rehabilitation of Western Regional Sewers, Project No. 3-64, for a total amount not to exceed $1,576,696; and B. Approve a contingency of $157,670 (10%). AYES:Joyce Ahn, Pat Burns, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Stephanie Klopfenstein, Robert Ooten and Schelly Sustarsic NOES:None ABSENT:Debbie Baker, Doug Chaffee, Johnathan Ryan Hernandez, Tom Lindsey, Scott Minikus and Bruce Whitaker ABSTENTIONS:None 12.ENGINE AND GENERATOR OVERHAULS AT PLANT NO. 1 AND 2, PROJECT NO. J-135B 2024-3987 Originator: Mike Dorman Engineering Manager Raul Cuellar presented a PowerPoint on the Engine and Generator Overhauls at Plant No. 1 and 2, Project No. J-135B. The presentation included the background, scope of work, findings, remaining work, contingency fund request, and the recommendation. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Page 7 of 9 OPERATIONS COMMITTEE Minutes December 4, 2024 Approve a contingency increase of $711,765 to the existing Sole Source Service Contract with Cooper Machinery Services LLC for Engine and Generator Overhauls at Plant Nos. 1 and 2, Project No. J-135B, as part of Central Generation Engine Overhauls at Plant Nos. 1 and 2, Project No. J-135, for a new total contingency of $5,284,985 (18%). AYES:Joyce Ahn, Pat Burns, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Stephanie Klopfenstein, Robert Ooten and Schelly Sustarsic NOES:None ABSENT:Debbie Baker, Doug Chaffee, Johnathan Ryan Hernandez, Tom Lindsey, Scott Minikus and Bruce Whitaker ABSTENTIONS:None 13.ORANGE COUNTY SANITATION DISTRICT 2024 ASSET MANAGEMENT PLAN 2024-3980 Originator: Mike Dorman Engineering Supervisor Brian Waite presented a PowerPoint recap of the Orange County Sanitation District 2024 Asset Management Plan. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Adopt the Orange County Sanitation District 2024 Asset Management Plan. AYES:Joyce Ahn, Pat Burns, Jon Dumitru, Stephen Faessel, Ryan Gallagher, Stephanie Klopfenstein, Robert Ooten and Schelly Sustarsic NOES:None ABSENT:Debbie Baker, Doug Chaffee, Johnathan Ryan Hernandez, Tom Lindsey, Scott Minikus and Bruce Whitaker ABSTENTIONS:None INFORMATION ITEMS: None. DEPARTMENT HEAD REPORTS: None. CLOSED SESSION: None. Page 8 of 9 OPERATIONS COMMITTEE Minutes December 4, 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 5:39 p.m. to the next Regular Operations Committee meeting to be held on Wednesday, February 5, 2025 at 5:00 p.m. Submitted by: _____________________ Jackie Castro, CMC Assistant Clerk of the Board Page 9 of 9 OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4046 Agenda Date:2/5/2025 Agenda Item No:2. FROM:Robert Thompson, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: MAIN SEWAGE PUMP NO.1 AND SPARE SEWAGE PUMP REPAIR AT PLANT NO.2 (MP2-018), SPECIFICATION NO. S-2024-652BD GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a General Services Contract to Bender CCP, Inc. to provide Main Sewage Pump No. 1 and Spare Sewage Pump Repair at Plant No. 2 (MP2-018), Specification No. S-2024- 652BD, for a total amount not to exceed $999,780; and B. Approve a contingency of $99,978 (10%). BACKGROUND The Orange County Sanitation District (OC San)has seven Main Sewage Pumps (MSP)at Plant No. 2 Headworks that transfer wastewater from the Bar Screen facility to the discharge channel and grit basin.MSP’s 1 through 3 are dedicated to non-reclaimable flows and MSP 4 through 7 are dedicated to reclaimable flows when operating in separated mode. RELEVANT STANDARDS ·24/7/365 treatment plant reliability ·Maintain a proactive asset management program ·Operate and maintain facilities to minimize impacts on surrounding communities,including odor, noise, and lighting PROBLEM MSP 1 is showing signs of deterioration due to worn bearings.The Spare MSP has corrosion from prior service and requires refurbishment prior to being put into service.It is essential that these critical pumps be in optimum condition to ensure reliability. Orange County Sanitation District Printed on 1/28/2025Page 1 of 3 powered by Legistar™ File #:2025-4046 Agenda Date:2/5/2025 Agenda Item No:2. PROPOSED SOLUTION Approve the General Services Contract to overhaul and recondition both MSP 1 and the spare pump at Plant No.2 to Original Equipment Manufacturer specifications.The spare MSP will be overhauled first, and upon completion it will replace MSP 1. Subsequently, MSP 1 will be overhauled as well. TIMING CONCERNS Due to the criticality of these pumps to the process, MSPs must be continuously operational. RAMIFICATIONS OF NOT TAKING ACTION If the preliminary process flow to the plant fails,it could potentially cause a significant spill.As the MSPs are split to provide influent pumping to both the non-reclaimable and reclaimable streams,it is vital to ensure that pumping capacity and redundancy is available to meet our agreement with GWRS. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION A Notice of Inviting Bids was issued on November 20,2024,via PlanetBids.A mandatory job walk was conducted at OC San’s Plant No.2 on December 4,2024.Bids were due on December 19, 2024.OC San received four (4)Bids which are valid for 180 calendar days from the bid opening due date. Bid Results: Company Name Bid Determination Bender CCP, Inc.$ 999,780.00 Responsive/Responsible Mehta Mechanical Company Inc.$1,092,000.00 Responsive/Responsible Powers Bros. Machine $1,190,000.00 Responsive/Responsible Innovative Construction Solutions $1,245,000.00 N/A Only the three lowest bidders were evaluated in terms of financial and safety compliance and were therefore found responsive and responsible. Based on these results,staff recommends approving the General Services Contract to Bender CCP, Inc. The term of this Contract will begin upon the effective date of the Notice to Proceed. CEQA N/A Orange County Sanitation District Printed on 1/28/2025Page 2 of 3 powered by Legistar™ File #:2025-4046 Agenda Date:2/5/2025 Agenda Item No:2. 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 112,Division 880 Plant No.2 Maintenance, Repairs & Maintenance) and the budget is sufficient for the recommended action. Date of Approval Contract Amount Contingency 02/26/2025 $999,780 99,978 (10%) 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 1/28/2025Page 3 of 3 powered by Legistar™ General Services Contract 1 of 10 Specification No. S-2024-652BD Revision 073024 GENERAL SERVICES CONTRACT Main Sewage Pump No.1 and Spare Sewage Pump Repair at Plant No. 2 (MP2-018) Specification No. S-2024-652BD 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 Bender CCP, 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 to remove, transport, repair, and reinstall sewage pumps (“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 February 26, 2025, 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” – Bid Price Form 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: All work shall be scheduled Monday through Friday, between the hours of 7:30 a.m. and 3:30 p.m. General Services Contract 2 of 10 Specification No. S-2024-652BD Revision 073024 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 Services shall be completed within Five Hundred Thirty-two (532) 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 nine hundred ninety-nine thousand seven hundred eighty Dollars ($999,780.00), as specified in Exhibit B. 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 General Services Contract 3 of 10 Specification No. S-2024-652BD Revision 073024 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 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. General Services Contract 4 of 10 Specification No. S-2024-652BD Revision 073024 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-2024-652BD Revision 073024 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 General Services Contract 6 of 10 Specification No. S-2024-652BD Revision 073024 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 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 General Services Contract 7 of 10 Specification No. S-2024-652BD Revision 073024 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. In addition to the warranties stated in Exhibit “A,” the following shall apply: 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. 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. 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. General Services Contract 8 of 10 Specification No. S-2024-652BD Revision 073024 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. 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. General Services Contract 9 of 10 Specification No. S-2024-652BD Revision 073024 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: Cody Harms Buyer Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 CHarms@ocsan.gov Contractor: Cody Robinson Sales Manager Bender CCP, Inc. 2150 East 37th Street Vernon, CA 90058 crobinson@benderccp.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. [Intentionally left blank. Signatures follow on the next page.] General Services Contract 10 of 10 Specification No. S-2024-652BD 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 BENDER CCP, INC. Dated: _________________ By: Cody Robinson Sales Manager DO EXHIBIT A - Conformed Specification No. S-2024-652BD EXHIBIT A SCOPE OF WORK For Main Sewage Pump No. 1 and Spare Sewage Pump Repair at Plant No. 2 (MP2-018) Exhibit A – Conformed Page 1 of 10 Specification No. S-2024-652BD EXHIBIT A SCOPE OF WORK MAIN SEWAGE PUMP NO. 1 AND SPARE SEWAGE PUMP REPAIR AT PLANT NO. 2 (MP2-018) Specification No. S-2024-652BD 1 Location of Work The work covered under this Project will take place at the Orange County Sanitation District (OC San), Plant No. 2, located at 22212 Brookhurst Street, Huntington Beach, CA 92646. See Figure 1: Project Location Map Figure 1: Project Location Map 2 General The Contractor shall furnish all labor, equipment, materials, machinery, tools, supplies, insurance, licenses, transportation, and other incidentals necessary to complete all tasks and items of work described within Exhibit A, Scope of Work, within other portions of the Contract Documents, and as more specifically described below. 2.1 Contractor Requirements In addition to required certifications and licenses listed in Section 4.5, the Contractor shall possess and provide verification of the following minimum qualifications: •Experience with municipal agency pump repairs within the last 5 years •Experience with repair of vertical turbine pumps equivalent to 500 horsepower orlarger in the last 5 years •Experience with repair of Ebara pumps within the last 10 years •Able to remove, transport to and from repair shop, reinstall, and reconnect pumpsin the Influent Pump Station •Able to procure Ebara original equipment manufacturer (OEM) parts for the repairas described in this Exhibit A, Scope of Work Exhibit A – Conformed Page 2 of 10 Specification No. S-2024-652BD 3 Description of the Work The work involves the repair and overhaul of Main Sewage Pump (MSP) #1, and a spare MSP by an experienced pump shop that meets the requirements specified herein. See Appendix A-1, Existing Influent Pump Station As-built Drawings, and Appendix A-2: Influent Pumps Data (Main Sewage Pumps) and Additional Requirements for reference. The Contractor shall use parts and perform work, including adherence to required tolerances, and testing requirements in accordance with OEM requirements and guidelines; Appendix A-2; and as required by the latest applicable codes and regulations which include but are not limited to the following: 1.American Bearing Manufacturer’s Association (ABMA)a.9- Load Ratings and Fatigue Life for Ball Bearingsb. 11- Load Ratings and Fatigue Life for Roller Bearings2.American National Standards Institute / American Society of Mechanical Engineers(ANSI/ASME) a.B16.1 Cast Iron Pipe Flanges and Flanged Fittings, Class 25.125.250 and800b. B16.5- Pipe Flanges and Flanged Fittings3.American Society for Testing and Materials (ASTM)a.A 48- Standard Specification for Gray iron Costingsb.A 108- Standard Specification for Steel Bars, Carbon, Cold Finished,Standard Qualityc.A-276- Standard Specification for Stainless and Heat Resisting steel Barsand Shapesd.A-283 Specification for Low and Intermediate Tensile Strength CarbonSteel Platese.A 743 - Standard Specification for Castings, Iron-Chromium, Iron-Nickel,Corrosion Resistant, for General Applicationf.E 10 - Test Method for Brinell Hardness of Metallic Materials4.American National Standards Institute/Hydraulic Institute (ANSI/HI):a. 1 -1.5 - Centrifugal Pumps - Nomenclature, Definitions, Application andOperation.b. 1.6 - Centrifugal Pump Testsc.2.1-2.5 - Vertical Pumps - Nomenclature, Definitions, Application andOperationd. 2.6 - Vertical Pump Testse. 9.1-9.5 - Pumps - General Guidelines for Types, Definitions, Applicationand Sound Measurement The Contractor shall coordinate work with the OC San Project Manager for pickup, removal, and transportation of MSP #1 and spare MSP from the Influent Pump Station at Plant No. 2 as well as transportation and installation of both repaired pumps to the Plant No. 2 Influent Pump Station. Contractor shall be totally responsible for the pump removal, transportation, repair, and installation, and any damage that occurs to the pumps due to the fault or negligence of the Contractor, its employees, agents, subcontractors, or representatives. The Contractor shall immediately report any such damage to equipment or injury to people to the OC San Project Manager. The Contractor shall coordinate work with the OC San Project Manager for existing MSP #1 pump shutdown, providing notice to OC San for scheduling as described in Section 4, below. The Contractor shall complete the repair of the two MSPs, one at a time. The spare MSP will Exhibit A – Conformed Page 3 of 10 Specification No. S-2024-652BD be repaired first. Following the repair, MSP #1 will be removed for repair and the repaired spare MSP will be installed in its place at OC San’s Influent Pump Station. Following repair of MSP #1, MSP #6 will be removed, and MSP #1 will be installed in its place. The Contractor shall develop a Work Plan, incorporating OC San’s Project Manager’s input as needed, along with a schedule for each major activity. For schedule development purposes, assume it will take 32 to 34 weeks to complete one pump repair/overhaul. Contractor shall provide and ensure all crew, including subcontractor, are equipped with personal protective equipment while on site. Contractor shall provide safety submittals and shall complete safety-related tasks following the requirements outlined herein and in OC San’s Contractor Safety Standards. 4 Project/Work Elements Each of the pumps (spare MSP and MSP #1) shall undergo Phase (1) and Phase (2) as specified below: For each MSP repair, the work will be broken down into two phases which includes: •Phase (1) Pump Removal, Transportation, and Condition Assessment •Phase (2) Pump Repairs, Transportation, and Reinstallation (repaired spare MSP to beinstalled into MSP #1 position; repaired MSP #1 will be installed at MSP #6 position,existing MSP #6 to be stored at a laydown area directed by OC San). For Phase (1) work, the Contractor shall provide equipment to remove, lift, and transport the spare pump to the Contractor’s repair facility. For removal of MSP #1, the Contractor shall utilize the 20-ton bridge crane in the Influent Pump Station motor room and provide equipment and truck to transport MSP #1 to the Contractor’s repair facility. Contractor must sign a release form prior to use of the crane. See Appendix A-3: Bridge Crane Release of Liability and Training. During Phase (1) work, if it is determined that the pump is not repairable, that changes or additions to the repair scope are required, or that the repair cost nears the replacement cost, the Contractor shall notify the OC San Project Manager. OC San may then request the Contractor to stop work. Contractor will only be paid for the Phase (1) work, and all parts must be returned to OC San within 30 calendar days from when Contractor determines that the pump is not repairable. If the pump is repairable, Contractor shall notify the OC San Project Manager and state whether optional repair/replacement parts will be needed along with any other additional repairs. Any additional work shall be approved in advance by OC San Project Manager. Work shall not begin on Phase (2) unless first authorized in writing by the OC San Project Manager. 4.1 Phase (1) Spare MSP Assessment and MSP #1 Removal and Assessment First, transportation and repair of the spare MSP shall occur and condition shall be assessed for needed repairs as detailed below. 4.1.1 For spare MSP, the Contractor shall: 1.Notify OC San Project Manager a minimum of two (2) weeks in advance ofarrival at the Influent Pump Station to pick up the spare MSP. Contractor shall arrive at the Influent Pump Station on the agreed upon date and timefor transportation.2.Set pump on common carrier truck and transportation to Contractor’s repairfacility 3.At the Contractor’s repair facility, disassemble, clean, inspect, and performcondition assessment of pump Exhibit A – Conformed Page 4 of 10 Specification No. S-2024-652BD 4.After the complete assessment, notify OC San Project Manager if pump is repairable, if optional repair/replacement items are needed, and if any otheradditional repairs are needed. Section 4.2 describes the potential repairsneeded.5.Assemble pump and apply enamel coating to exterior of pump 4.1.2 For MSP #1, the Contractor shall: 1.Notify OC San Project Manager a minimum of six (6) weeks in advance ofarrival at the Influent Pump Station to remove MSP #1 and install therepaired spare MSP in its place. Contractor shall not schedule the work until OC San Project Manager provides confirmation/agreement of therequested date and time. Then Contractor shall arrive at the Influent PumpStation on the agreed upon date and time for removal and transportation.2. From the Influent Pump Station at the motor room level, uncouple andremove existing drive motor, and make any necessary electrical disconnections in coordination with OC San staff. Set aside in InfluentPump Station motor room in a location coordinated with OC San staff. (SeeFigure 2)3.Unbolt/disconnect MSP #1 from the top flange of the dischargecasing/volute and disconnect additional ancillary connections required forpump removal. (See Figures 3 and 4) Make all required electricaldisconnections. Once the pump is disconnected set the pump aside in theMSP motor room.4.Install the repaired spare MSP in place of MSP #1. Make all requiredconnections to the existing drive motor, existing casing/volute and alladditional ancillary connections required for pump operation, includingelectrical connections5. Remove MSP #1 using 20-ton bridge crane (see Figure 5), through theMSP motor room roll-up door for truck transportation to the Contractor’srepair facility.6.Perform steps 3 to 5 from section 4.1.1 above on MSP #1. Figure 2: Rollup Door at Influent PS Motor Room (top/ground level) and MSP #1 Motor (on the right) Exhibit A – Conformed Page 5 of 10 Specification No. S-2024-652BD Figure 3 MSP #1 Pump Shaft Figure 4 MSP #1 Pump at pump room level (bottom level) Exhibit A – Conformed Page 6 of 10 Specification No. S-2024-652BD Figure 5: 20-ton Bridge Crane in Influent Pump Station Motor Room (top/ground level) Exhibit A – Conformed Page 7 of 10 Specification No. S-2024-652BD 4.2 Phase (2) Work - Pump Repairs, Transportation, Installation of Spare MSP at Influent Pump Station, Removal and Repair of MSP #1, and Storage of MSP #6 4.2.1 Following Condition Assessment of spare MSP and OC San approval of required repairs in Phase (1), Contractor shall commence Phase (2) work for repairs, transportation, and installation of spare MSP. The Contractor shall: 1. Straighten shafting within OEM required tolerances2.Supply and install anticipated new OEM components as follows (to beconfirmed with condition assessment in Phase (1)): •roller bearing•ball bearing •thrust bearing •oil seals •impeller washer •bearing washer •felt ring •O-rings •Chesterton mechanical split seal •shaft sleeve •impeller wear ring •casing ring with set screw •All mounting hardware and additional worn and/or corroded hardware based on manufacturer recommendations 3. Apply approved epoxy coating to interior wetted areas as specified in pages101-113 of Appendix A-2. NSF-61 certification is not required.4.Notify OC San Project Manager a minimum of four (4) weeks in advance of return transportation of the repaired spare MSP and removal of MSP #1.Contractor shall not schedule the transportation and work until OC SanProject Manager provides confirmation and agreement of the requesteddate and time. Contractor shall set the repaired pump on common carriertruck and transport from the Contractor’s repair facility to OC San Plant No.2.5.Upon arrival to the Influent Pump Station set the repaired pump in the MSPmotor room. Remove the motor for MSP #1 using 20-ton bridge crane (seeFigure 5) and set aside. These laydown areas shall be designated by OCSan staff in the MSP motor room.6.At the location where MSP #1 was removed, install, and set the spare MSPin place, using 20-ton bridge crane. Make the required connections on therepaired spare pump to the existing discharge casing / volute and otherrequired ancillary connections to existing components for completeinstallation and operation of the pump.7.Contractor shall provide witnessing for field flow test based on pump designconditions specified in pages 38-39 in Appendix A-2 for four (4) hours andclean up jobsite. Contractor shall be responsible for providing field vibrationand electrical testing based on requirements outlined in pages 122-133 ofAppendix A-2 and clean up jobsite. 4.2.2 Following Condition Assessment of MSP #1 and OC San approval of required repairs (Phase 1), Contractor shall commence Phase 2 work For Repairs, Transportation, and Installation. The Contractor shall: 1.Repeat repair steps 1-7 from section 4.2.1 on MSP #1. Exhibit A – Conformed Page 8 of 10 Specification No. S-2024-652BD 2.Following completion of repairs, load MSP #1 on common carrier truck and deliver to OC San Plant No. 2 Influent Pump Station.3.Upon arrival to the Influent Pump Station set the repaired MSP #1 pump inthe MSP motor room. Remove the motor for MSP #6 and set aside.Unbolt/disconnect MSP #1 from the top flange of the dischargecasing/volute and disconnect additional ancillary connections required for pump removal. (See Figure 3 and 4). Make all required electricaldisconnections. The laydown areas for removal of pump and motor shall bedesignated by OC San staff in the MSP motor room (for motor) and MSPmotor room or warehouse (for pump). 4.At the location where MSP #6 was removed, install, and set the repairedMSP #1 in place, using 20-ton bridge crane. Make required connections onthe repaired MSP #1 to the existing discharge casing / volute and otherrequired ancillary connections to existing components for completeinstallation and operation of the pump 5.Remove MSP #6 using 20-ton bridge crane (see Figure 5) and set in theInfluent Pump Station motor room or in the warehouse as directed by OCSan staff.6.Contractor shall provide witness testing for field flow test based on pumpdesign conditions specified in pages 38-39 in Appendix A-2 for four (4)hours and clean up jobsite. Contractor shall be responsible for providingfield vibration and electrical testing based on requirements outlined inpages 122-133 of Appendix A-2 and clean up jobsite. 4.3 Submittals 1.Work Plan2. Work Schedule3.Crane lifting plan and crane operator certification4.Parts, materials, and coatings used during the repair process 4.4 Warranties The Contractor shall warrant that all work performed will be free of defects in workmanship for a period of one year from the date of acceptance by OC San. All warranty periods shall begin after satisfactory installation and approved functional testing by the Contractor and OC San. The repaired pumps shall be required to meet minimum OEM performance specifications for the pump, including, but not limited to, stable pump operating ranges, efficiencies, and other performance criteria. The Contractor shall be responsible for removal, installation, and shipping costs to correct any workmanship defects at no cost to OC San. 4.5 Permits/License •Certification to Operate Bridge Crane •Contractor or its subcontractor(s) shall possess valid General Contractor A, C-10,C-61, D-21 licenses OR •In lieu of valid C-61, D-21 licenses OC San will accept an EBARA certified pump repair shop. 5 Resources Available 1.Lay down and staging area 2.OC San will provide a laydown area at a location determined by OC San at the beginningof the Project.3. 20-ton bridge crane in Influent Pump Station motor room 5.1 Unavailable 1.Temporary power and utilities2.OC San restroom facilities Exhibit A – Conformed Page 10 of 10 Specification No. S-2024-652BD 6 Project Schedule Milestones/Timeline Duration (Calendar days) from Notice to Proceed (NTP) Review Period (Calendar Days) Cumulative Calendar Days Spare MSP Repair Submittals 7 21 28 Phase (1) Pump Removal and Condition Assessment 14 0 42 Phase (2) Pump Repairs and Installation 224 0 266 Milestones/Timeline Duration (Calendar Days) from Notice to Proceed (NTP) Review Period (Calendar Days) Cumulative Calendar Days MSP #1 Repair (after repair and installation of Spare MSP) Submittals 7 21 28 Phase (1) Pump Removal and Condition Assessment 14 0 42 Phase (2) Pump Repairs, Installation and Pump Storage (MSP #6) 224 0 266 Cumulative Total for Both Pumps 532 7 Project Management Project Kick-Off Meeting A minimum of one (1) week prior to start of work, a meeting with OC San staff shall be held either in person or virtually to establish appropriate contacts and review the Contractor’s plan to implement this work. 8 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 OC San Project Manager. 9 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. OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4068 Agenda Date:2/5/2025 Agenda Item No:3. 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 Second Quarter Odor Complaint Report. BACKGROUND During the second quarter of FY 2024-25,the Orange County Sanitation District (OC San)had the following attributable odor complaints:Plant No.1 had two odor complaints,Plant No.2 had two 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 Second Quarter Odor Complaint Report Orange County Sanitation District Printed on 1/28/2025Page 1 of 1 powered by Legistar™ Orange County Sanitation District Odor Complaint Report Fiscal Year 2024/25 – 2nd Quarter 1. Plant No. 1 Treatment Facility Odor Complaint Summary Plant No. 1 received two attributable odor complaints during the 2nd quarter. The first complaint was due to the short circuiting of the foul air system in the solids handling process. The Operations team has implemented training amongst staff to prevent future odors from escaping the system. The second complaint was due to maintenance and construction activities related to wetwell cleaning and equipment installation. OC San is evaluating strategies such as chemical treatment to mitigate these types of odors in the future. 2. Plant No. 2 Treatment Facility Odor Complaint Summary Plant No. 2 received two attributable odor complaints during the 2nd quarter. The complaints were related to odors escaping the biosolids trucks as they passed a resident’s property. These complaints were received by the same resident during the month of October. OC San’s Environmental Service and Operations teams are coordinating with the biosolids hauling vendors to make trailer modifications to mitigate future odor complaints. No complaints were received in November or December. 3. Collections Facilities Odor Complaint Summary The Collection System received four attributable odor complaints during the 2nd quarter. All four complaints were due to the pressurization and sewer ventilation of foul odors escaping sewer 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 Fountain Valley. The third odor complaint originated in the City of Fullerton, and the fourth complaint originated in the City of Huntington Beach. All Odor Complaints Tracking Oct. 2024 to Dec. 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 2 2 9 8 17 Not Attributable to OC San 4 8 0 5 12 17 Total Public Complaints Received: 8 10 2 14 20 34 OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4075 Agenda Date:2/5/2025 Agenda Item No:4. FROM:Robert Thompson, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: SEWER PIPELINE CCTV INSPECTION SERVICES, SPECIFICATION NO. S-2024-642BD GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a General Services Contract to Performance Pipeline Technologies, Inc., DBA Sanitation Systems, to provide As-Needed Sewer Pipeline CCTV Inspection Services, Specification No. S-2024-642BD, for a total amount not to exceed $633,375 for a one-year period, with four (4) one-year renewal options; and B. Approve a contingency of $126,675 (20%). BACKGROUND Sewer inspection and condition assessment are major preventative maintenance tasks outlined in the Orange County Sanitation District (OC San)Sewer System Management Plan (SSMP)approved by the Regional Water Quality Control Board.OC San has committed to inspecting the entire sewer system every five years to ensure it aligns with the National Association of Sewer Service Companies guidelines and definitions.Closed Circuit Television (CCTV)data determines pipe structural conditions, scope repair/replacement projects, and validates maintenance tasks and frequencies. OC San previously had two General Service Contracts for Sewer Pipeline CCTV Inspection Services with two Contractors,Pro-Pipe,Inc.(Primary)and National Plant Services,Inc.(Secondary).In June 2024,Pro-Pipe notified OC San that they would be closing all operations within California in July 2024 and would no longer be able to provide Sewer Pipeline CCTV Inspection Services to OC San thereafter.Due to the need of redundancy for this service,OC San still needs a second sewer pipeline CCTV contractor to ensure OC San maintains redundancy to meet its CCTV schedule defined in the SSMP. RELEVANT STANDARDS ·Protect OC San assets ·Maintain a proactive asset management program ·Operate and maintain facilities to minimize impacts on surrounding communities,including odor, noise, and lighting Orange County Sanitation District Printed on 1/29/2025Page 1 of 4 powered by Legistar™ File #:2025-4075 Agenda Date:2/5/2025 Agenda Item No:4. PROBLEM OC San does not have redundancy to ensure the CCTV portion requirement of the SSMP does not fall behind. PROPOSED SOLUTION Approve a General Services Contract with a second qualified Contractor to meet the requirements of the SSMP. TIMING CONCERNS Delaying the new contract will jeopardize compliance with the SSMP and leave sewer pipe conditions unknown. RAMIFICATIONS OF NOT TAKING ACTION If a new contract is not approved,OC San will fall behind schedule for sewer pipeline CCTV,putting public safety at risk.In addition,failing to continue monitoring the condition of sewer pipelines could lead to significant failures. PRIOR COMMITTEE/BOARD ACTIONS February 2024 -Approved General Services Contracts to two contractors:Pro-Pipe,Inc.(Primary)for a not to exceed amount of $1,076,373;and National Plant Services,Inc.(Secondary)for $480,000 for Sewer Pipeline CCTV Inspection Services,Specification No.S-2023-1423BD for the period beginning March 1,2024,through February 28,2025,with four one-year renewal options for each service provider;and approved an annual contingency of a 10%increase over the prior year for all renewal periods and service providers. ADDITIONAL INFORMATION An RFP was issued on October 2,2024.OC San received four responsive proposals,all evaluated and individually scored by a team of two engineers,one assistant engineer,and support from one maintenance superintendent.A Purchasing representative chaired the team as a non-voting member.Members of the team performed an independent review of the proposals.Preliminary scores were reviewed and discussed with a purchasing representative for any questions or concerns. Proposal evaluations were based on the following criteria: CRITERION WEIGHT 1. Qualifications & Experience of Firm 15% 2. Proposed Staffing & Project Organization 15% 3. Work Plan 30% 4. Quality of Sample 20% 5. Cost 20% Orange County Sanitation District Printed on 1/29/2025Page 2 of 4 powered by Legistar™ File #:2025-4075 Agenda Date:2/5/2025 Agenda Item No:4. The evaluation team first reviewed and scored the proposals based on the criteria listed above,other than cost, and the scores were as follows: Rank Proposer Criterion 1 (Max 15%) Criterion 2 (Max 15%) Criterion 3 (Max 30%) Criterion 4 (Max 20%) Subtotal Score (Max 80%) 1 Performance Pipeline Technologies 14%13%29%13%69% 2 National Plant Services, Inc 13%10%21%17%61% 3 Pipe Tec, Inc.13%11%18%11%53% 4 Premier Pipe, Inc. 11%11%21%8%51% A sealed cost proposal accompanied all proposals,and only the cost proposal for the highest-ranked firm was opened and negotiated. Rank Proposer Subtotal Score without cost (Max 80%) Cost (Max 20%)Total Weighted Score (Max 100%) 1 Performance Pipeline Technologies 69%20%89% Performance Pipeline Technologies was selected to submit a Best and Final Offer. Rank Proposer Original Cost Best And Final Offer 1 Performance Pipeline Technologies $701,025 $633,375 CEQA N/A FINANCIAL CONSIDERATIONS The request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 6,Page 92,Operating Materials and Supplies) and the budget is sufficient for the recommended action. Date of Approval Contract Amount Contingency 02/26/2025 $633,375 $126,675 (20%) Orange County Sanitation District Printed on 1/29/2025Page 3 of 4 powered by Legistar™ File #:2025-4075 Agenda Date:2/5/2025 Agenda Item No:4. ATTACHMENT The following attachment(s)may be viewed online at the OC San website (www.ocsan.gov)with the complete agenda package: ·General Services Contract Orange County Sanitation District Printed on 1/29/2025Page 4 of 4 powered by Legistar™ General Services Contract 1 of 10 Specification No. S-2024-642BD Revision 073024 GENERAL SERVICES CONTRACT AS-NEEDED SEWER PIPELINE CCTV INSPECTION SERVICES Specification No. S-2024-642BD 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 Performance Pipeline Technologies Inc. DBA Sanitation Systems (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 PACP and CACP certified CCTV inspections of its sewer pipelines (“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 February 26, 2025, 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” – Proposal (Letter of Offer) and BAFO 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-2024-642BD Revision 073024 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 three hundred sixty-five (365) calendar days from 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 Six Hundred Thirty Three Thousand Three Hundred Seventy Five Dollars ($633,375.00). 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-2024-642BD Revision 073024 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-2024-642BD Revision 073024 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-2024-642BD 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-2024-642BD 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-2024-642BD 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. In addition to the warranties stated in Exhibit “A,” the following shall apply: 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 General Services Contract 8 of 10 Specification No. S-2024-642BD Revision 073024 the cost of the substitute goods 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 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, General Services Contract 9 of 10 Specification No. S-2024-642BD Revision 073024 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: Donald Herrera Senior Buyer Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 dherrera@ocsan.gov Contractor: Gene Glassburner President Performance Pipeline Technologies Inc. DBA Sanitation Systems 5292 Systems Drive Huntington Beach, CA 92649 gene@pptsocal.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-2024-642BD 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 PERFORMANCE PIPELINE TECHNOLOGIES INC. DBA SANITATION SYSTEMS Dated: _________________ By: ______________________________________ Print Name and Title of Officer IG EXHIBIT A Specification No. S-2024-642BD EXHIBIT A SCOPE OF WORK For Sewer Pipeline CCTV Inspection Services ____________________________________________________________________________________ EXHIBIT A Page 1 of 10 Specification No. S-2024-642BD EXHIBIT A SCOPE OF WORK SEWER PIPELINE CCTV INSPECTION SERVICES SPECIFICATION NO. S-2024-642BD 1.0 Background and Purpose Orange County Sanitation District (OC San) is a public agency responsible for collecting, treating, and safely disposing of wastewater and its residuals for 2.6 million residents and businesses in Orange County. OC San operates two (2) treatment plants: Plant 1 located in Fountain Valley and Plant 2 in Huntington Beach, California. In addition, OC San operates and maintains about 390 miles of sewer pipelines with 4,500 manholes and fifteen (15) pumping stations, all of which convey flows to the treatment plants. See Appendix A for a map of OC San’s service area. OC San is seeking one (1) Contractor to perform National Association of Sewer Service Companies (NASSCO) Pipeline Assessment Certification Program (PACP) certified closed-circuit television (CCTV) inspections of its sewer pipelines and Lateral Assessment Certification Program (LACP) certified CCTV inspections of connecting sewer laterals on an as-needed basis. 2.0 General Description of the Work The work under this Contract is generally described by the following items: 2.1 Sewer Pipeline CCTV Inspection – Contractor shall furnish all labor, materials, equipment and incidentals necessary for the CCTV inspection of various lengths and sizes (8 to 120 inch in diameter) of sanitary sewers located throughout OC San’s service area in accordance with NASSCO PACP standards and additional specifications detailed in this Scope of Work (SOW). 2.2 Sewer Lateral CCTV Inspection – Contractor shall furnish all labor, materials, equipment and incidentals necessary for the CCTV inspection of various lengths and sizes (4 to 6 inch in diameter) of sanitary sewer laterals located throughout OC San’s service area in accordance with NASSCO LACP standards and additional specifications detailed in this SOW. 3.0 CCTV Inspection The following specifications for CCTV inspection are applicable to this Contract: 3.1 General – CCTV inspection shall be done during low flow periods, unless otherwise directed by OC San. OC San will divert gravity flows, when possible. It is anticipated that most trunk line inspections will be performed at night. Sewers shall be assumed to be sufficiently clean for the camera to pass through the pipe. Sewers with excessive debris prohibiting the camera to successfully inspect the pipe section will be subject to a minimum call out fee as indicated on Exhibit B – Cost Proposal in order to reimburse the Contractor. Contractor shall be capable of responding to OC San inspection requests within two (2) to five (5) business days wherever permits are not required. Frequent lengthy delays in responses may be cause for termination of the Contract. Contractor shall be able to respond within six (6) hours of any emergency request for inspection. ____________________________________________________________________________________ EXHIBIT A Page 2 of 10 Specification No. S-2024-642BD OC San shall provide Contractor the use of sewer atlas map(s), Excel spreadsheets, and/or geodatabase(s) showing the sewer pipes and manholes for CCTV inspection requests. Typical data includes pipe size, pipe material, pipe slope, manhole depth, manhole ID numbers, locations, and age of sewer. 3.2 Standard CCTV Inspection – All CCTV inspection work assigned to Contractor shall be Standard CCTV Inspection unless Preliminary CCTV Inspection (see Section 3.3 below) is specifically requested by OC San. 3.2.1 Equipment – CCTV equipment shall include video cameras, a video monitor, cables, power sources, and all equipment necessary to perform a CCTV inspection per the SOW. Contractor shall provide a backup video camera onsite at all times. The video camera shall be specifically designed and constructed for the sanitary sewer and be operative in one hundred percent (100%) humidity conditions. CCTV inspections shall be performed using pan-tilt-zoom (PTZ) cameras capable of spanning a full 360-degrees circumference and 270-degrees on the horizontal access. Camera lens shall not be less than 140-degree viewing angle. Camera focal distance shall be remotely adjustable through a range from six (6) inches to infinity. Camera shall have a minimum zoom capability of 10x. The video camera and video monitor resolution shall be in 1080p high-definition TV format. The camera shall record at a rate no less than 30 frames per second (fps). Illumination sensitivity shall be 3 lux or less. The camera shall be equipped with a ring of low intensity lights around the camera to obtain maximum peripheral vision and prevent fogging within the line being inspected. When using the zoom feature, image shall stay in focus at all times and image quality shall not be compromised. The video camera shall be mounted on a skid, floatable raft system, or transporter based on the conditions of the pipeline to be recorded. The camera assembly shall be furnished with emergency pull-back cables of sufficient strength for all returning situations. The radial view of the camera shall be solid-state color and have remote control of the rotational lens. The camera shall be capable of viewing the complete circumference of the pipe and manhole. Cameras using mirrors or exposed rotating heads are not acceptable. Manual winches, power winches, TV cable powered rewinds or other devices that do not obstruct the camera view or interfere with proper documentation of the sewer conditions shall be used to move the camera through the sewer line. Whenever non-remote powered and controlled winches are used to pull the television camera through the line, telephones, radios or other suitable means of communication, will be set up between the two (2) manholes of the section being inspected to ensure that adequate communications exist between the members of the crew. Contractor shall have camera cables, power cords, and ancillary equipment capable of recording reaches of up to 1,900 feet in a single direction. Contractor’s Equipment shall be free from defects and in sound working ____________________________________________________________________________________ EXHIBIT A Page 3 of 10 Specification No. S-2024-642BD condition. The camera shall transfer data to a video monitor via coaxial, Ethernet, fiber optic, or Cat 6 cable, without comprising video resolution quality once it reaches the monitor or portable hard drive, if downloaded. The minimum camera video transmission rate shall be 4.7 Megabits per second (Mbps). OC San reserves the right to inspect the equipment and may request improvements to the equipment condition if it is deemed necessary. Contractor shall have available a main line launched lateral evaluation inspection system that shall perform the same functions as the Envirosight ROVVER X SAT II system, Aries LETS System, Cues LAMP system, or approved equal. 3.2.2 General Procedure – The camera shall be lowered into the manhole and placed into the pipe. The camera cable shall be retracted to remove slack to ensure an accurate footage reading. The cable footage-counter shall be reset to the distance between the centerline of the manhole and the front lens of the camera. The camera shall move through the pipeline in a downstream direction, whenever possible, at a maximum uniform rate of 30 feet per minute for all sewers. For PVC lined RCP sewers of 39-inches and above, the camera speed may be increased to 50 feet per minute. The cable footage-counter shall measure the distance between each inspection segment from centerline to centerline. The counter shall be accurate to less than one percent (1%) error over the measured distance. Operator shall provide a 360-degree pan of all manholes including incoming laterals. The operator shall pause the digital recording at any time there is a pause in the inspection and restart the digital video recording in the same digital file. The pause shall in no way affect, freeze, or interrupt the replay of the video and shall not close the video file during the inspection. Failure to pause the recording during delays will be cause for rejection. The camera shall stop to document the typical pipe condition and at all significant observations (NASSCO PACP/LACP graded 3 or higher) to ensure a clear and focused view of the pipe condition. The zoom camera feature may be required for a clear view of significant observations. Each observation shall be noted, with the exception of ongoing conditions such as hairline cracks and hair roots at most joints in which case a general observation shall be documented. Digital photographs shall be recorded as JPEG images. A minimum of two (2) photographs shall be taken for significant observations; one (1) with a perspective view and one (1) with a close-up view. JPEG numbering shall be directed by OC San. During inspection, lighting intensity shall be adjusted to minimize reflective glare and to avoid any dark or shadowy regions appearing in the video recording. Lighting and picture quality shall be adjusted to provide a clear, in-focus picture of the entire periphery of the pipeline for a minimum distance of six (6) feet and for all conditions encountered. Recordings with excessive distortion or discoloration shall be rejected and subject to re-inspection of the rejected segment(s). Additionally, camera lens shall be kept clear of condensation and debris. Recorded footage showing excessive steam, inadequate lighting, ____________________________________________________________________________________ EXHIBIT A Page 4 of 10 Specification No. S-2024-642BD excessive glare or other poor image quality will be cause for rejection at no additional cost to OC San. Should the Contractor inspect more than one (1) reach in a single run, the distance measuring counter shall be reset to zero (0) at all intermediate manholes. 3.2.3 Flow Control – Contractor shall conduct CCTV assessments with minimal flow present within the sewer pipeline. Depth of flow during CCTV assessments shall not exceed: • Pipes 4 inches to 24 inches: 25 percent of the pipe diameter • Pipes 26 inches and larger: 33 percent of the pipe diameter Flow control methods may be required if existing flow depths exceed maximums. Flow control methods shall be coordinated with OC San Project Manager or representative and may include: • Performance of assessment during low-flow conditions • Temporary line plugging • Flow diversion • Other Contractor recommendations as accepted by OC San 3.2.4 Reverse Setup and Obstructions – If during the inspection, the television camera cannot pass through the entire manhole section (obstruction, etc.), the Contractor will again set up equipment in a manner so that the inspection can be performed from the opposite manhole. Contractor shall be paid at the unit price per reverse setup as indicated on the Cost Proposal. If the camera again fails to pass through the entire section, the Contractor shall notify OC San Project Manager or representative(s) immediately for further instructions. In the event that the CCTV camera encounters broken pipe, etc., and there is a possibility that continuation of the inspection could cause the camera to become stuck or result in additional pipe damage or collapse, it is the responsibility of Contractor to abandon the inspection. Contractor will need to notify OC San Project Manager or representative as to the condition of the pipe and/or any abnormal conditions. If during the CCTV inspection the camera is inside the sewer and cannot be retrieved, Contractor shall not excavate the pipe to retrieve it. Contractor shall inform OC San Project Manager or designee immediately for retrieval plan approval, but it is Contractor’s responsibility to remove the camera and ensure that the sewer is not damaged. 3.2.5 Spill Reporting and Handling – In the event of any Contractor related overflow or interruption/ backup of customer service, Contractor shall immediately notify OC San Control Center at (714) 593-7025. Contractor shall attempt to contain, control, and relieve the spill and isolate it from entry to any waterways including catch basins and storm drains. Once the ____________________________________________________________________________________ EXHIBIT A Page 5 of 10 Specification No. S-2024-642BD spill has been contained, controlled, and relieved, Contractor shall clean the area to OC San’s satisfaction. Workshops with Contractor may be provided by OC San regarding containment methods at the Contractor’s request in writing to OC San. Contractor shall be responsible for any fines levied by others, reimbursement of any agency incurred costs, damage, cleanup, restoration of flow, and any disruption of service costs to affected agencies, entity or individuals as of a result of Contractor’s work. This is in addition to any and all costs incurred by the affected agencies, entity or individuals. Contractor shall also notify OC San Control Center immediately of any apparent non-Contractor related spills. 3.2.6 Emergency Reporting – If during the CCTV inspection, Contractor encounters a condition where public safety is threatened (such as, but not limited to, a pipe hole, pipe collapse, stoppage, blockage, and/or eminent sewer spill) Contractor shall immediately notify the OC San Control Center at (714) 593-7025. 3.2.7 Manhole Sealant – Contractor shall reseal all previously sealed manholes with duct seal Cal Pico #CD-5, or approved equal, within 24 hours after work is completed. Contractor shall furnish the sealing material. Work area around the manhole shall be swept clean of all debris. 3.3 Preliminary CCTV Inspection – For an accurate assessment of a sewer it should be inspected in its natural working condition. This method of inspection is to inspect the pipeline before cleaning to get a general idea of the condition of the pipe. For a preliminary CCTV inspection only the most significant observations (i.e. NASSCO PACP/LACP graded 4 and/or 5 defects) shall be noted. In the event a blockage is encountered, a reverse setup shall be attempted. Flow control may apply. Camera speed may be increased to a maximum 50 feet per minute. 4.0 Deliverables CCTV inspection package(s) shall be delivered to OC San within 10 working days of completing the CCTV inspections in the field. Frequent delays in deliverables may be cause for termination of the Contract. All manhole numbers used in the inspection reports, data files, photos, and video clips shall be Computerized Maintenance Management System (CMMS) manhole identification numbers provided by OC San. All electronic data files shall be delivered to OC San via upload to the OC San cloud or other acceptable means as approved by OC San. Contractor shall review CCTV inspection package(s) and correct any errors, especially defect coding accuracy and any discrepancies, prior to submittal to OC San. Contractor shall deliver inspection packages as assigned and not combine multiple work orders into a single deliverable package nor invoice for multiple work orders in a single invoice. Errors discovered by OC San staff shall result in the return of the inspection submittal to the Contractor for correction before payments shall be processed. Frequent returns for correction may be cause for termination of the Contract. ____________________________________________________________________________________ EXHIBIT A Page 6 of 10 Specification No. S-2024-642BD CCTV inspection package deliverables shall be made as specified herein and include the following: 4.1 Electronic Files – Contractor shall provide the following files to OC San for each sewer pipeline CCTV inspection request: • Updated CCTV inspection request Excel spreadsheet with inspection lengths, inspection dates, and general notes (i.e. MSA due to OBZ) • Color video recordings in .WMV format (preferred) with all NASSCO PACP/LACP graded observations • Photographs in .JPG format of typical pipe condition and all significant observations (NASSCO PACP/LACP graded 3 or higher) • Inspection reports in .PDF format with all NASSCO PACP/LACP graded observations • One (1) database file in .MDB format with all NASSCO PACP/LACP graded observations for all sewer pipelines inspected in the given CCTV inspection request 4.1.1 File Naming Conventions – Sewer pipe media file naming conventions shall be as follows: • First character string is the downstream asset identifier. • Second character string is upstream asset identifier. • Third character string is year, month, and day. • Fourth character string is time in military format. • Fifth character string is the unique video identification number. • File naming examples: XXX####-####_XXX####-####_YYYYMMDD_HHMMSS_######.X NHP0130-0000_NHP0135-0000_20190819_022338_000052.wmv Should asset identification not be clear within the SOW, coordinate file naming with OC San. 4.1.2 Video Recordings – Color video recordings of the data on the television monitor shall be made by the Contractor, copies of which shall be provided to OC San electronically in .WMV format, or upon request by OC San delivered via a portable hard drive. Portable hard drives shall be new, previously unused units. Mechanisms for preventing accidental erasure from the medium shall be in place before submittal. Title to the portable hard drive shall remain with OC San. Contractor shall have all recordings and necessary playback equipment readily accessible for review by OC San’s Project Manager or representative during the term of the contract. 4.1.2.1 Initial Screen Text – The initial screen text/ display shall take place while the camera is not in motion. Each pipe segment (manhole to manhole) shall be identified with an initial screen text and shall include the following as directed by OC San: • OC San • Work Order followed by its associated number • Date ____________________________________________________________________________________ EXHIBIT A Page 7 of 10 Specification No. S-2024-642BD • Time • Weather • Contractor name • Contractor operator name(s) and PACP certificate number • Street/location name • Start manhole number • End manhole number • Direction of survey (downstream/with flow or upstream/against flow) • Pipe diameter – as specified on plans • Pipe material(s) – as specified on plans • Pipe liner material – if applicable • Pipe footage – as specified on plans 4.1.2.2 Running Screen Text – During the CCTV inspection, the running screen shall show the running footage (distance traveled) and the following text information at the top of the screen: • Start manhole number • End manhole number • Direction of survey (downstream/with flow or upstream/against flow) • Pipe diameter – as specified on plans • Pipe material(s) – as specified on plans • Pipe liner material – if applicable The following text information shall be shown at the bottom of the screen: • Date • Time • Current inspection footage 4.1.2.3 Observation Screen Text – The video shall display the same information as the running screen with the addition of the following information on the screen when an observation is recorded. For example, in the top section of the screen display: “RBC – Roots ball connection, at 10 o’clock, within 8-inch: YES” 4.1.2.4 Ending Screen Text – At the end of each pipe segment, an ending screen text shall include the following: • “End of segment inspection” • Condition that prevented complete inspection, if applicable OC San Project Manager or representative will review and approve the screen layout prior to the first inspection on this contract. The display on the screen shall be temporarily moved or turned off as required to obtain the highest quality documentation on the pipeline defects. ____________________________________________________________________________________ EXHIBIT A Page 8 of 10 Specification No. S-2024-642BD 4.1.3 Photographs – All photographs shall be provided in .JPG format at a resolution not to exceed eight (8) megapixels. 4.1.4 Inspection Reports – The inspection report for each sewer pipeline segment shall be in a NASSCO-PACP (Current Version) Certified software format and the inspection report electronic file shall be provided to OC San in .PDF format. The report shall include all NASSCO PACP mandatory header fields as well as the following: • Field 7 – OC San Purchase Order number • Field 8 – OC San Work Order number • Field 12 – Time • Field 14 – Weather • Field 18 – Purpose of Survey • Field 28 – Location Code • Field 29 – Location Details • Field 35 – Lining Method • Field 38 – Total Length • Field 39 – Length Surveyed • Inspection details of all PACP/LACP graded observations • QSR, QMR, SPR, MPR, OPR, SPRI, MPRI, and OPRI • Photograph of typical pipe condition • Photograph(s) of all significant observations (NASSCO PACP/LACP graded 3 or higher) 4.1.5 Database File – Database file shall be a NASSCO Certified Standard Exchange PACP (Current Version) Access Database in .MDB format compatible with OC San’s Info360 Asset software. 5.0 Contractor Requirements The Contractor’s supervisor(s) performing the work must be qualified to perform the work as noted in these specifications, be able to communicate both verbally and in writing with OC San staff as well as with their crew and have a minimum of five (5) years’ experience in videotaping sewer line inspections. All CCTV operators shall be NASSCO certified by passing the three (3)-day Pipeline Assessment and Certification Program (PACP). The methodology of evaluation, data collection and reporting criteria used for the NASSCO certification shall be practiced for all CCTV evaluations in this Contract. All work and equipment utilized shall conform to FED-OSHA and CAL-OSHA Title 8 requirements, including, but not limited to work performed in confined spaces and/or gas hazardous environments. Contractor shall provide a minimum of a two (2) person crew at all times. 6.0 Safety and Health Requirements Contractor and any Subcontractors shall comply with all applicable provisions of OC San Safety Standards, Federal OSHA, California OSHA, and Local regulations, whichever is most stringent. Contractor shall also comply with OC San’s Contractor Safety Standards 6.1 Contractor Safety Orientation – Contractor shall attend a Contractor Safety Orientation (CSO) meeting prior to the start of work. The CSO is a Sanitation District safety orientation conducted between OC San’s Risk Management Division (safety and health) and Contractor. Contractor shall participate in these meetings ____________________________________________________________________________________ EXHIBIT A Page 9 of 10 Specification No. S-2024-642BD by providing work plans and other requested safety deliverables described below. 6.2 Injury and Illness Prevention Program – 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. 6.3 Job Safety Analysis (JSA) – Contractor must prepare Job Safety Analysis (JSA) for work tasks completed by Contractor. The JSA is a procedure where each basic step of the work task has identified hazards and recommended controls for the safest way to complete the work task. Where required, confined space entry (CSE) shall be coordinated with and approved by Risk Management prior to any entry being made. 6.4 Training Records – Contractor shall submit copies of its employee trainings records to Risk Management for retention. 7.0 Permits and Traffic Control Contractor shall prepare permit applications, submit permit applications, and acquire all permits required by Federal, State, County, and/or local authorities for all aspects of the work performed within their jurisdiction including, but not limited to traffic control and encroachment permits. Contractor shall pay for all fees required by Federal, State, County, and/or local laws, codes, and/or tariffs that pertain to work performed under the terms of this Contract. Contractor shall pay for fees demanded for obtaining permits, including associated inspection fees and expenses of regulatory inspectors. All traffic control shall be in accordance with the latest Caltrans Manual on Uniform Traffic Control Devices (MUTCD). Additional local regulations shall have precedence. Safe and adequate pedestrian, bicyclist and vehicular access shall be provided in accordance with Section 600 of the Standard Specifications for Public Works Construction (The “Greenbook”), 2021 Edition. Inadequate or improper signage and delineation for traffic control may be cause for the termination of the Contract. 8.0 Work Hours and Noise Requirements Typical work hours are identified as 7:00am to 4:30pm Monday through Thursday. Contractor to frequently work schedules outside of the normal OC San business hours. Night work is common for CCTV because of low flow conditions, more favorable traffic conditions, and permit requirements, and weekend hours are also sometimes necessary. Therefore, the Contractor’s billing rate(s) shall be applicable to all work hours. With permit requirements, the Contractor is required to work within the approved work hours and to provide necessary equipment to meet local noise restrictions that may be imposed. Typical levels shall not exceed fifty (50) decibels (dBA) measured at any residential property. As required, OC San shall provide notifications to the public for night work. 9.0 Access OC San’s easement areas are typically access restricted with locked gates. Additionally, some of OC San’s manhole cover bolts required specialized tools to be removed for access. Contractor shall coordinate with the OC San Project Manager or representative to obtain copies of required key(s), socket head(s), etc. from OC San such that OC San assistance is not required for typical manhole access. ____________________________________________________________________________________ EXHIBIT A Page 10 of 10 Specification No. S-2024-642BD Where entry must be made onto private property, notice shall be given for permission to enter property at least seventy-two (72) hours prior to commencing the work. Coordination shall be made through the OC San Project Manager or representative and additional planning time for OC San and the Contractor may be needed when private property is involved. OC San’s Project Manager shall be notified at least seven (7) calendar days prior to the Contractor’s anticipated work in the area. OC San’s representative will provide assistance with manhole access and make arrangements as needed for entry onto private property. Additional planning time and effort shall be provided by the Contractor at no additional cost to OC San. Some OC San facilities require working near a live railroad. If the worksite cannot be maintained to OC San’s easement a separate access permit would be needed from the railroad right-of-way owner. For inspections within OC San’s Plant No. 1 or Plant No. 2, coordination of sewer manhole inspection will be made through OC San’s Project Manager who shall be notified at least seven (7) calendar days prior to Contractor’s anticipated work in the area. Contractor shall provide the proposed date(s) and time(s) of the anticipated work in the area as well as the names of all staff requiring access to OC San’s Project Manager. OC San’s Project Manager or representative shall provide assistance with manhole access and make arrangements as needed for entry into secure plant areas. 10.0 Project Management and Meetings Contractor shall be assigned a single point of contact for this Contract (“OC San Project Manager”). Any meetings and/or correspondence related to this Contract shall be scheduled and approved by OC San Project Manager or representative. 11.0 OC San Labor and Equipment OC San equipment and labor, except for OC San’s Project Manager or representative to monitor the work, shall not be utilized at any time by Contractor. 12.0 Contract Period and Pricing The initial term of this Contract shall be for the period of one-year from Notice to Proceed, with the option of up to four (4) one-year renewals with the mutual consent of OC San and Contractor. Contract unit pricing shall be confirmed or requested to be amended by Contractor prior to OC San issuing a renewal. OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4053 Agenda Date:2/5/2025 Agenda Item No:5. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: COATING AND CORROSION MANAGEMENT ASSESSMENT STAFFING SUPPORT SERVICES, SPECIFICATION NO. CS-2024-645BD GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Approve a Professional Consultant Services Agreement with Corrpro Companies, Inc. for Coating and Corrosion Management Assessment Staffing Support Services, Specification No. CS-2024-645BD, for the period of March 1, 2025, through February 28, 2026, for a total annual amount not to exceed $700,000, with four (4) one-year renewal options; and B. Approve a contingency of $70,000 (10%). BACKGROUND The Orange County Sanitation District (OC San)owns,maintains,and operates nearly $14 billion of assets throughout Reclamation Plant No.1 in Fountain Valley,Reclamation Plant No.2 in Huntington Beach,and the collection system.To maintain reliable facilities,OC San’s asset management program proactively assesses and tracks the condition and performance of major assets to develop targeted maintenance and capital investment strategies. Condition assessments provide an accurate understanding of the state of OC San’s major assets, identify deficiencies that need to be addressed,and provide a timeline for necessary repairs, rehabilitation,or replacement to maintain asset reliability.This agreement will provide staffing to perform corrosion engineering services including condition and corrosion assessments,cathodic protection testing, coating inspections, and the preparation of associated reports. RELEVANT STANDARDS ·Sustain 1, 5, 20-year planning horizons ·Maintain a proactive asset management program ·24/7/365 treatment plant reliability ·Protect OC San assets Orange County Sanitation District Printed on 1/24/2025Page 1 of 3 powered by Legistar™ File #:2025-4053 Agenda Date:2/5/2025 Agenda Item No:5. PROBLEM OC San has a need for coating and corrosion engineering expertise to support assessments and provide related guidance for the asset management program. PROPOSED SOLUTION Approve a Professional Consultant Services Agreement for corrosion and condition assessments, coating systems support, and cathodic protection testing. TIMING CONCERNS The previous agreement for corrosion management support expires on February 28,2025.Further delay of the new contract will prevent the use of these services to support the asset management program. RAMIFICATIONS OF NOT TAKING ACTION Without coating and corrosion management support services,OC San staff would not have detailed condition and corrosion information for the development of maintenance and capital investment strategies. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION OC San requested and advertised for proposals for Coating and Corrosion Management Assessment Staffing Support Services,Specification No.CS-2024-645BD,on October 3,2024.The following evaluation criteria were described in the RFP and used to determine the most qualified Consultant. CRITERION WEIGHT 1. Qualifications of Firm 30% 2. Proposed Staffing & Project Organization 40% 3. Interview 30% Two (2)proposals were received on November 6,2024,and evaluated in accordance with the evaluation process set forth in OC San’s Purchasing Ordinance by a pre-selected Evaluation Team consisting of OC San staff:Senior Engineer,Engineering Supervisor,and Maintenance Superintendent.The Evaluation Team was chaired by a Purchasing Division representative as a non- voting member. The Evaluation Team first reviewed and scored the proposals based on Criterion 1 and 2 listed above. Rank Proposer Criterion 1 (Max 30%) Criterion 2 (Max 40%) Subtotal Score (Max 70%) 1 Corrpro Companies, Inc. 27%33%60% 2 Accurate Corrosion Control 22%25%47% Orange County Sanitation District Printed on 1/24/2025Page 2 of 3 powered by Legistar™ File #:2025-4053 Agenda Date:2/5/2025 Agenda Item No:5. Rank Proposer Criterion 1 (Max 30%) Criterion 2 (Max 40%) Subtotal Score (Max 70%) 1 Corrpro Companies, Inc. 27%33%60% 2 Accurate Corrosion Control 22%25%47% Based on the scoring,the highest-ranking firm,Corrpro Companies,Inc.was selected for an interview.The interview was conducted on December 9,2024.Following the interview,the evaluation team scored the interview using the evaluation criteria and weighting listed above. Rank Proposer Subtotal Score (Max 70%) Interview (Max 30%) Total Score (Max 100%) 1 Corrpro Companies, Inc. 60%23%83% Based on these results,staff recommends approving the Professional Consultant Services Agreement to Corrpro Companies, Inc. 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 72,Professional and Contractual Services) 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: ·Professional Consultant Services Agreement NN:bw:op Orange County Sanitation District Printed on 1/24/2025Page 3 of 3 powered by Legistar™ Professional Consultant Services Agreement 1 of 13 Specification No. CS-2024-645BD Revision 073024 PROFESSIONAL CONSULTANT SERVICES AGREEMENT Coating and Corrosion Management Assessment Staffing Support Services Specification No. CS-2024-645BD This PROFESSIONAL CONSULTANT SERVICES AGREEMENT (hereinafter referred to as “Agreement”) 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 Corrpro Companies, Inc. (hereinafter referred to as “Consultant”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to obtain technical expertise in coating inspection, coating repair recommendations and condition assessment services as described in Exhibit “A” attached hereto and incorporated herein by this reference (“Services”); and WHEREAS, Consultant is qualified to provide the Services by virtue of experience, training, and expertise; and WHEREAS, OC San desires to engage Consultant to render the Services as provided herein; and WHEREAS, OC San selected Consultant to provide the Services in accordance with OC San’s current Purchasing Ordinance; and WHEREAS, on February 26, 2025, OC San’s Board of Directors, by minute order, authorized execution of this Agreement. 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 Agreement and all exhibits hereto are made by OC San and the Consultant. 1.2 The following exhibits, in order of precedence, are incorporated by reference and made part of this Agreement. Exhibit “A” – Scope of Work-Conformed Exhibit “B” – Proposal and Fee Schedule 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 Agreement and any of the provisions of the exhibits hereto, the provisions in the Agreement 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 Consultant as a result of work performed in anticipation of purchases of the Services by OC San. 1.5 Work Hours: The work required under the Agreement may include normal business Professional Consultant Services Agreement 2 of 13 Specification No. CS-2024-645BD Revision 073024 hours, evenings, and weekends. OC San will not pay for travel time. 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 The provisions of this Agreement may be amended or waived only by an amendment executed by authorized representatives of both Parties. 1.9 The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any paragraph or provision hereof. 2. Scope of Work. 2.1 Consultant shall provide the Services identified in Exhibit “A” in a competent, professional, and satisfactory manner in accordance with generally accepted industry and professional standards, including fiduciary standards, ethical practices, and standards of care and competence for its trade/profession. 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 Agreement, Consultant 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 Agreement. Should Consultant 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 Consultant’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. Agreement Term. 3.1 The term of this Agreement shall be for one (1) year commencing on March 1, 2025 and continuing through February 28, 2026. 3.2 Renewals. At its sole discretion, OC San may exercise the option to renew this Agreement for up to four (4) one-year periods. This Agreement may be renewed by an OC San Purchase Order. OC San shall have no obligation to renew the Agreement nor to give a reason if it elects not to renew it. 3.3 Extensions. The term of this Agreement may be extended only by an amendment signed by both Parties. 4. Compensation. 4.1 As compensation for the Services provided under this Agreement, OC San shall pay Consultant a total amount not to exceed Seven Hundred Thousand Dollars ($700,000.00). Professional Consultant Services Agreement 3 of 13 Specification No. CS-2024-645BD Revision 073024 4.2 Consultant 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 Tasks completed in accordance with Exhibit “A” and consistent with Exhibit “B” 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 Consultant 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 Consultant’s employees and/or its subconsultants perform work related to this Agreement 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 Agreement. It is Consultant’s responsibility to interpret and implement any prevailing wage requirements and Consultant agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws. 6.2 Consultant and its subconsultants 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 Consultant and its 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). Pursuant to Labor Code sections 1773.2 and 1771.4(a)(2), Consultant shall post a copy of the prevailing rate of per diem wages at the job site. 6.5 Consultant and its subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code section 1776. Consultant and its subconsultants shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). Pursuant to Labor Code section 1776, the Consultant and its subconsultants 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, Consultant 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 Professional Consultant Services Agreement 4 of 13 Specification No. CS-2024-645BD Revision 073024 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 Agreement. 6.6 The Consultant and its subconsultants shall comply with Labor Code section 1774 and section 1775. Pursuant to Labor Code section 1775, the Consultant and any of its subconsultants 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 Consultant or its subconsultant. 6.7 Consultant and its subconsultants shall comply with Labor Code sections 1810 through 1815. Consultant and its subconsultants 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 Consultant 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 Consultant and its subconsultants shall comply with Labor Code sections 1777.5, 1777.6, and 1777.7 concerning the employment of apprentices by Consultant or any subconsultant. 6.9 Consultant shall include, at a minimum, a copy of the following provisions in any contract it enters into with any subconsultant: 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 Consultant and its subconsultants will be required to secure the payment of compensation to employees. Pursuant to Labor Code section 1861, Consultant, by accepting this Agreement, 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.” Professional Consultant Services Agreement 5 of 13 Specification No. CS-2024-645BD Revision 073024 Consultant shall ensure that all its contracts with its subconsultants provide the provision above. 7. Key Personnel. Personnel, as provided in Exhibit “B,” are considered “key” to the work under this Agreement and will be available for the term of the Agreement. No person designated as key under this Agreement shall be removed or replaced without prior written consent of OC San. If OC San asks Consultant to remove a person designated as key under this Agreement, Consultant agrees to do so immediately regardless of the reason, or the lack of reason, for OC San’s request. Consultant shall assign only competent personnel to perform Services under this Agreement. 8. Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subconsultants, and agents in the performance of this Agreement shall be the property of OC San and shall be promptly delivered to OC San upon request of OC San’s Project Manager or designee or upon the termination of this Agreement and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by OC San of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at OC San’s sole risk and without liability to Consultant. Consultant shall ensure that all its contracts with its subconsultants provide for assignment to OC San of any documents or materials prepared by them. 9. Ownership of Intellectual Property. 9.1 Consultant agrees that all designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made during the course of this Agreement and arising from the Services (hereinafter referred to as “New Developments”) shall be and are assigned to OC San as its sole and exclusive property. 9.2 Consultant agrees to promptly disclose to OC San all such New Developments. Upon OC San’s request, Consultant agrees to assist OC San, at OC San’s expense, to obtain patents or copyrights for such New Developments, including the disclosure of all pertinent information and data with respect thereto, the execution of all applications, specifications, assignments, and all other instruments and papers which OC San shall deem necessary to apply for and to assign or convey to OC San, its successors and assigns, the sole and exclusive right, title, and interest in such New Developments. Consultant agrees to obtain or has obtained written assurances from its employees and contract personnel of their agreement to the terms hereof regarding New Developments and confidential information. 9.3 Consultant warrants that Consultant will have good title to any New Developments and the right to assign New Developments to OC San free of any proprietary rights of any other party or any other encumbrance whatever. 9.4 The originals of all computations, drawings, designs, graphics, studies, reports, manuals, photographs, videotapes, data, computer files, and other documents prepared or caused to be prepared by Consultant or its subconsultants in connection with the Services hereunder shall be delivered to and shall become the exclusive property of OC San. OC San may utilize such documents, at its own risk, for OC San’s applications on other projects or extensions of this project. Professional Consultant Services Agreement 6 of 13 Specification No. CS-2024-645BD Revision 073024 10. Right to Review Services, Facilities, and Records. 10.1 OC San reserves the right to review any portion of the Services performed by Consultant under this Agreement and Consultant agrees to cooperate to the fullest extent possible in such endeavor. 10.2 Consultant shall furnish to OC San such reports, statistical data, and other information pertaining to Consultant’s Services as shall be reasonably required by OC San to carry out its rights and responsibilities under its agreements with its bondholders or noteholders and any other agreement relating to the development of the project(s) and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bonds and other obligations. 10.3 The right of OC San to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by Consultant shall not relieve Consultant of any obligation set forth herein. 11. Conflict of Interest and Reporting. 11.1 Consultant shall, at all times, avoid conflicts of interest or appearance of conflicts of interest in performance of this Agreement. 11.2 Consultant affirms that, to the best of its knowledge, there exists no actual or potential conflict between Consultant’s families, business, or financial interest and the Services under this Agreement and in the event of change in either its private interests or Services under this Agreement, it shall raise with OC San any question regarding possible conflict of interest which may arise as a result of such change. 12. Damage to OC San’s Property. Any of OC San’s property damaged by Consultant, any subconsultant, subcontractor, or by the personnel of either will be subject to repair or replacement by Consultant at no cost to OC San. 13. Freight (F.O.B. Destination). Consultant assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Agreement. 14. Audit Rights. Consultant agrees that, during the term of this Agreement 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 Consultant relating to the invoices submitted by Consultant pursuant to this Agreement. 15. Contractor Safety Standards and Human Resources Policies. OC San requires Consultant, its subconsultants, and its subcontractors to follow and ensure their employees follow all Federal, State, and local regulations as well as Contractor Safety Standards while working at OC San locations. If, during the course of the Agreement, it is discovered that Contractor Safety Standards do not comply with Federal, State, or local regulations, the Consultant is required to follow the most stringent regulatory requirement at no additional cost to OC San. Consultant, its subconsultants, and all of their employees shall adhere to all applicable Contractor Safety Standards in Exhibit “D” and the Human Resources Policies in Exhibit “E.” 16. Insurance. Consultant and all its subconsultants shall purchase and maintain, throughout the term of this Agreement and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Exhibit “C” – Determined Insurance Professional Consultant Services Agreement 7 of 13 Specification No. CS-2024-645BD Revision 073024 Requirement Form. Consultant shall not commence work under this Agreement until all required insurance is obtained in a form acceptable to OC San, nor shall Consultant allow any subconsultant to commence service pursuant to a subcontract until all insurance required of the subconsultant has been obtained. Failure to obtain and maintain the required insurance coverage shall result in termination of this Agreement. 17. Indemnification and Hold Harmless Provision. Consultant shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or may be caused by Consultant’s Services under this Agreement, or by its subconsultant(s), or by anyone directly or indirectly employed by Consultant, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence of or willful misconduct of OC San, Consultant 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 Consultant’s performance under the Agreement, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process; or any patented or unpatented invention, article, or appliance furnished or used under the Agreement, and/or (c) on account of any goods and services provided under this Agreement. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Consultant or anyone employed by or working under Consultant. To the maximum extent permitted by law, Consultant’s duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Consultant agrees to provide this defense immediately upon written notice from 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 Agreement. 18. Independent Contractor. 18.1 The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be construed as creating an employment or agency relationship. 18.2 During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. OC San assumes no liability for Consultant’s action and performance nor assumes responsibility for taxes, funds, payments, or other commitments, expressed or implied, by or for Consultant. 18.3 Consultant shall not be considered an agent of OC San for any purpose whatsoever nor shall Consultant have the right to, and shall not, commit OC San to any agreement, contract, or undertaking. Consultant shall not use OC San’s name in its promotional material or for any advertising or publicity purposes without prior expressed written consent. 18.4 Consultant shall not be entitled to any benefits accorded to those individuals listed on OC San’s payroll as regular employees including, without limitation, worker’s compensation, disability insurance, vacation, or holiday or sick pay. Consultant shall be responsible for providing, at Consultant’s expense, disability, worker’s compensation, and other insurance as well as licenses and permits usual or necessary Professional Consultant Services Agreement 8 of 13 Specification No. CS-2024-645BD Revision 073024 for conducting the Services hereunder. 18.5 Consultant shall be obligated to pay any and all applicable Federal, State, and local payroll and other taxes incurred as a result of fees hereunder. Consultant hereby indemnifies OC San for any claims, losses, costs, fees, liabilities, damages, or penalties suffered by OC San arising out of Consultant’s breach of this provision. 18.6 Consultant shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OC San’s payroll as regular employees. Consultant shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OC San misclassified Consultant for tax purposes. 19. Subcontracting and Assignment. Consultant shall not delegate any duties nor assign any rights under this Agreement without the prior written consent of OC San. Any such attempted delegation or assignment shall be void. 20. No Solicitation of Employees. 20.1 Consultant agrees that it shall not, during the term of this Agreement and for a period of one (1) year immediately following expiration or termination of this Agreement or any extension hereof, call on, solicit, or take away any of the employees whom Consultant became aware of as a result of Consultant’s Services to OC San. 20.2 Consultant acknowledges that OC San’s employees are critical to its business and OC San expends significant resources to hire, employ, and train employees. Should Consultant employ or otherwise engage OC San’s employees during the term of this Agreement and for a period of one (1) year following expiration or termination of this Agreement, Consultant shall pay OC San fifty percent (50%) of the former employee’s most recent annual salary earned at OC San to accurately reflect the reasonable value of OC San’s time and costs. This payment is in addition to any other rights and remedies OC San may have at law. 21. Confidentiality and Non-Disclosure. 21.1 Consultant acknowledges that, in performing the Services hereunder, OC San may have to disclose to Consultant, orally and in writing, certain confidential information that OC San considers proprietary and has developed at great expense and effort. 21.2 Consultant agrees to maintain in confidence and not disclose to any person, firm, or corporation, without OC San’s prior written consent, any trade secret, confidential information, knowledge, or data relating to the products, process, or operation of OC San. 21.3 Consultant further agrees to maintain in confidence and not to disclose to any person, firm, or corporation any data, information, technology, or material developed or obtained by Consultant during the term of this Agreement. 21.4 Consultant agrees as follows: 21.4.1 To use the confidential information only for the purposes described herein; to not reproduce the confidential information; to hold in confidence and protect the confidential information from dissemination to and use by anyone not a party to this Agreement; and to not use the confidential information to benefit itself or others. Professional Consultant Services Agreement 9 of 13 Specification No. CS-2024-645BD Revision 073024 21.4.2 To restrict access to the confidential information to its subconsultant or personnel of Consultant who (1) have a need to have such access and (2) have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement. 21.4.3 To return all confidential information in Consultant’s possession upon termination of this Agreement or upon OC San’s request, whichever occurs first. 21.4.4 To hold in confidence information and materials, if any, developed pursuant to the Services hereunder. 21.4.5 The provisions of this section shall survive termination or expiration of this Agreement and shall continue for so long as the material remains confidential. 22. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall be personally liable to Consultant, 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 Consultant or to its successor, or for breach of any obligation under the terms of this Agreement. 23. Third-Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than OC San and Consultant. 24. Applicable Laws and Regulations. Consultant shall comply with all applicable Federal, State, and local laws, rules, and regulations. Consultant also agrees to indemnify and hold OC San harmless from any and all damages and liabilities assessed against OC San as a result of Consultant’s noncompliance therewith. Any provision required by law to be included herein shall be deemed included as a part of this Agreement whether or not specifically included or referenced. 25. Licenses, Permits, Ordinances, and Regulations. Consultant 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 Agreement will be paid by Consultant. 26. Regulatory Requirements. Consultant shall perform all work under this Agreement 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. 27. Environmental Compliance. Consultant shall, at its own cost and expense, comply with all Federal, State, and local environmental laws, regulations, and policies which apply to the Consultant, its subconsultants, subcontractors, and the Services, including, but not limited to, all applicable Federal, State, and local air pollution control laws and regulations. 28. Dispute Resolution. 28.1 In the event of a dispute as to the construction or interpretation of this Agreement, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution Professional Consultant Services Agreement 10 of 13 Specification No. CS-2024-645BD Revision 073024 procedures of Judicial Arbitration through Mediation Services of Orange County (“JAMS”), or any similar organization or entity conducting an alternate dispute resolution process. 28.2 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. 29. Remedies. In addition to other remedies available in law or equity, if the Consultant fails to make delivery of the goods or Services or repudiates its obligations under this Agreement, or if OC San rejects the goods or Services or revokes acceptance of the goods or Services, OC San may (a) cancel the Agreement; (b) recover whatever amount of the purchase price OC San has paid, and/or (c) “cover” by purchasing, or contracting to purchase, substitute goods or services for those due from Consultant. In the event OC San elects to “cover” as described in (c), OC San shall be entitled to recover from Consultant as damages the difference between the cost of the substitute goods or services and the Agreement price, together with any incidental or consequential damages. 30. 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. 31. Termination. 31.1 OC San reserves the right to terminate this Agreement for its convenience, with or without cause, in whole or in part, at any time, by written notice from OC San. Upon receipt of a termination notice, Consultant shall immediately discontinue all work under this Agreement (unless the notice directs otherwise). OC San shall thereafter, within thirty (30) days, pay Consultant for work performed (cost and fee) through the date of termination. Consultant expressly waives any claim to receive anticipated profits to be earned during the uncompleted portion of this Agreement. Such notice of termination shall terminate this Agreement and release OC San from any further fee, cost, or claim hereunder by Consultant other than for work performed through the date of termination. 31.2 OC San reserves the right to terminate this Agreement immediately upon OC San’s determination that Consultant is not complying with the Scope of Work requirements, if the level of service is inadequate, or for any other default of this Agreement. 31.3 OC San may also immediately terminate this Agreement for default, in whole or in part, by written notice to Consultant: • if Consultant becomes insolvent or files a petition under the Bankruptcy Act; or • if Consultant sells its business; or Professional Consultant Services Agreement 11 of 13 Specification No. CS-2024-645BD Revision 073024 • if Consultant breaches any of the terms of this Agreement; or • if the total amount of compensation exceeds the amount authorized under this Agreement. 31.4 All OC San’s property in the possession or control of Consultant shall be returned by Consultant to OC San on demand or at the expiration or termination of this Agreement, whichever occurs first. 32. 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 Agreement, 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. 33. Waiver. The waiver by either party of any breach or violation of, or default under, any provision of this Agreement, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. Any breach by Consultant to which 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. 34. Severability. If any section, subsection, or provision of this Agreement, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Agreement or instrument in the application of such section, subsection, or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 35. Survival. The provisions of this Agreement dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Agreement. 36. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange in the event any action is brought in connection with this Agreement or the performance thereof. 37. Notices. 37.1 All notices under this Agreement 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 Professional Consultant Services Agreement 12 of 13 Specification No. CS-2024-645BD Revision 073024 Consultant: John Gilbert Vice President-Operations Corrpro Companies, Inc. 23309 La Palma Avenue Yorba Linda, CA 92887 jgilbert@azuria.com 37.2 Each party shall provide the other party written notice of any change in address as soon as practicable. 38. Read and Understood. By signing this Agreement, Consultant represents that it has read and understood the terms and conditions of the Agreement. 39. Authority to Execute. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the Parties are formally bound. 40. Entire Agreement. This Agreement 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. Professional Consultant Services Agreement 13 of 13 Specification No. CS-2024-645BD Revision 073024 IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Agreement 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 CORRPRO COMPANIES, INC. Dated: _________________ By: Print Name and Title of Officer IG EXHIBIT A - CONFORMED Specification No. CS-2024-645BD EXHIBIT A SCOPE OF WORK For Coating and Corrosion Management Assessment Staffing Support Services EXHIBIT A - CONFORMED 1 of 7 Specification No. CS-2024-645BD EXHIBIT A SCOPE OF WORK COATING AND CORROSION MANAGEMENT ASSESSMENT STAFFING SUPPORT SERVICES SPECIFICATION NO. CS-2024-645BD 1. SUMMARY The Consultant shall provide coating technical expertise and condition assessment services in support of the Orange County Sanitation District’s (OC San) asset management program. The locations for this work include the two (2) treatment plants and other facilities (15 pump stations and collections system) located throughout North and Central Orange County. 2. BACKGROUND OC San is responsible for safely collecting and treating the wastewater generated by 2.6 million people in North and Central Orange County. OC San operates and maintains two (2) regional wastewater treatment plants, Reclamation Plant No. 1(Plant 1) located at 10844 Ellis Avenue in the City of Fountain Valley and Treatment Plant No. 2 (Plant 2) located at 22212 Brookhurst Street in the City of Huntington Beach, 388 miles of regional collection system sewers and 15 regional outlying pump stations. These facilities serve the residential, commercial and industrial wastewater needs of 20 cities, four special districts, and portions of unincorporated Orange County in a 479 square mile service area comprising most of North and Central Orange County. Continuous and effective operation of OC San’s facilities is critical to the health and safety of Orange County citizens and the local environment. This Scope of Work (SOW) is part of OC San’s overall asset management efforts and consists of assessing the condition of OC San’s facilities and implementing a comprehensive Asset Management Plan. This effort is being led by the Asset Management group in OC San’s Engineering Planning Division. 3. GENERAL PROJECT DESCRIPTION The purpose of this SOW is to provide OC San with technical expertise in coating inspection, coating repair recommendations, condition assessment services and structural engineering supports as needed, to evaluate the present condition of OC San’s assets and recommend repair plans. 3.1. This position involves conducting thorough inspections of coatings on various structures and equipment, identifying defects or damage, and providing expert recommendations for coatings repair and maintenance. 3.2. Manage OC San’s Coatings Rehabilitation Program on-call Contractor and provide technical expertise for their tasks. 3.3. Identify coatings repair projects suitable for the On-Call Coatings Contract, prioritize those projects and manage their task orders. 3.4. For each condition assessment instance, OC San will outline the support services to be provided by the Consultant and the schedule for providing those services. It is also anticipated that the Consultant will provide input into or prepare a detailed work plan in order to optimize the assessment process. This will involve comprehensive research of EXHIBIT A - CONFORMED 2 of 7 Specification No. CS-2024-645BD record drawings, previous condition assessment reports, etc., and preliminary meetings and job walks with OC San staff and condition assessment support contractor to finalize the requirements to perform the required assessments. 3.5. OC San, under a separate contract, will provide the required contractor-support services for each assessment as determined on a case-by-case basis. These services may include, but are not limited to the following: • Confined space entry support including provision of personnel and all associated essential equipment for entry and rescue, preparation of safety plans in accordance with OC San requirements, focus meetings, shutdown dry runs, and coordinating Lock Out Tag Out (LOTO) procedures. • Confined space entry support as stated above plus full self-contained breathing apparatus (SCBA), Drager re-breather or supplied air support. • Forced-air ventilation • Water jetting –cleaning of pipes or structures prior to assessments • Dewatering or by-pass pumping • Debris, grit, and rag removal prior to assessments • Closed Circuit TV (CCTV) support and CCTV production • Traffic control to facilitate assessments. 4. TYPICAL TASKS 4.1. Coatings Program Oversight: a) Perform coating inspection for various OC San assets including pipelines, bridges, catwalks, clarifiers rake arms, digesters, mixers, pumps, off-site pump stations, and other structures and recommend coating repair for the assets. This assessment ensures that protective coatings effectively mitigate corrosion and maintain the longevity of critical infrastructure components. b) Visually inspect internal and external coating systems for signs of failure due to corrosion, mechanical, or structural damage. c) Evaluate coating and paint condition and corrosion activity on accessible piping, and metal structures. d) Provide short term and long-term recommendations on conditions that require repair, remediation, or corrosion monitoring. e) Review Task Order for the Coating Rehabilitation Program on-call Contractor to rehabilitate failed coating areas. Note: Task Orders are created for every coating repair task on as needed basis based on defined terms of on-call coatings contract. f) Oversee the work performed by the Coating Rehabilitation Program on-call Contractor and provide quality control. g) Review the daily reports of the coating on-call contractor and approve invoices. h) Track coating inspections and repairs, prioritize coating repair requests. EXHIBIT A - CONFORMED 3 of 7 Specification No. CS-2024-645BD 4.2. Pre-Condition Assessments Support Activities: • Prior to each condition assessment, Consultant shall work with OC San Corrosion Technical Oversight Engineer to conduct research on the asset in order to develop an assessment strategy and work plan. The research may include obtaining record drawings, review of prior assessment reports/data and other pertinent information. • Consultant shall coordinate and meet with OC San staff, including the Area Engineers in the Planning Division, Operations and Maintenance staff and Risk Management staff, and condition assessment support contractor as needed prior to the assessment to coordinate scheduling of the work, assessment support needed and safety requirements. 4.3. Condition Assessments: • Most assessments will be to determine the corrosion extent and condition of civil and mechanical assets at the two (2) treatment plants, interplant pipelines, pump stations, and the collection system throughout OC San service area. These types of assessments shall be conducted by the Key Personnel as described in Section 6 of this SOW. • Occasionally, there may be additional specialized assessments that may require additional resources with specialized skills. These assessments may include the following: o Cathodic protection (CP) surveys and CP system designs o Gas leak surveys o Coating inspections o Corrosion failure analysis and determine probable cause or causes which triggered the corrosion which led to the leak or failure o Radio-detection surveys to locate underground pipes and cables o Necessary corrosion testing and analysis to determine the rate of corrosion, estimate remaining useful lives and provide remedial work recommendations o Concrete coring and testing 4.4. Post- Condition Assessments Support Activities: • Upon completion of a condition assessment, Consultant shall prepare an assessment report. The report shall document the observations and findings of the condition assessment, estimated remaining useful lives of the assets, and Consultant’s recommendation for any remedial work and/or further detailed inspection. The level of details of the report shall be as agreed upon with OC San staff prior to the actual condition assessment and may include the following sections as applicable: EXHIBIT A - CONFORMED 4 of 7 Specification No. CS-2024-645BD OUTLINE FOR POST CONDITION ASSESSMENT REPORT 1. Introduction a. Intent of the condition assessment b. Site location and description 2. Background a. Summary of asset research (record, specifications, internal staff interviews, current operation) b. Previous condition assessment findings 3. Methodology a. Assessment methods b. Detailed description of safety procedures, job plans, and necessary permits 4. Inspection Results and Observations a. Description of observations b. Summary of field data and lab results 5. Analysis a. Assumptions b. Approach c. Analysis Results 6. Conclusions and Recommendations a. Describe whether the assessment was able to satisfy the intent of the assessment b. Estimated Remaining Useful Life c. Recommendations (may include rehabilitation method/scope and/or additional assessments) 7. Appendices a. Record drawings with observed condition annotated b. Assessment pictures c. Field data, lab results • Draft report shall be submitted for review within three (3) weeks of the assessment completion. • Final draft reports shall be submitted within two (2) weeks of receipt of OC San personnel comments. 4.5. Other Support Activities: • The Key Personell shall meet with the Asset Management group on a regular basis to review upcoming assessments requests and provide status on on-going assessments. • Provide expertise to OC San Asset Management group in the development of remediation plans and asset management plans for corroded and aging infrastructure. Input shall include the following: EXHIBIT A - CONFORMED 5 of 7 Specification No. CS-2024-645BD o Condition assessments observations and recommendations. o Determination of remaining useful life o Assistance with prioritization of assessments or rehabilitation based upon operating environment, materials of construction, condition assessment, coating inspection and other sources. o Assistance with the development of scopes of work and specifications to rehabilitate aging and corroded infrastructure. o Selection of materials, coatings for pipes, process tanks and equipment, and linings for pipes and process tanks based upon the operating environments. o Engineering specifications review for current OC San projects. o Evaluate corrosion protection system options based on asset conditions and operating environments. • Maintain an organized shared network folder that contains all condition assessment information including reports, pictures, videos, and supporting information that is easily accessible to OC San staff and conforms to OC San current or future standards. • Perform miscellaneous corrosion engineering tasks as directed by the assigned OC San representative. • Coating Inspection as needed: o After the coating system has fully cured, perform visual inspections for any defects, measure dry film thickness of the coating system, conduct cure evaluation tests, perform holiday detection testing, and assess adhesion as recommended. Provide photos and videos of the field inspection and assessment. o Measure thickness of existing coatings using Ultrasonic Method on sections identified during visual inspection. 4.6. Structural Engineering Support • Perform structural engineering assessment and detail calculations on as needed basis • Structural integrity assessments • Evaluate structural damages and provide repair recommendations • Provide detailed documentation of calculations, including assumptions, methodology, and results for repair recommendations • Prepare assessment reports with recommendations 5. PROJECT MANAGEMENT 5.1. Each assessment shall be managed by OC San staff. However, Consultant shall manage all support tasks including equipment supply, provision of manpower and other directly supplied or subcontracted services as detailed and shall keep OC San apprised of the status of the support effort for each instance. EXHIBIT A - CONFORMED 6 of 7 Specification No. CS-2024-645BD 5.2. Consultant shall provide the key management and supervisory personnel as described in their proposal for this Contract and shall not reassign the Key Personnel without prior approval of OC San. OC San may request re-assignment of any of the Consultant’s (or subcontractor’s) personnel. 5.3. Consultant shall be responsible for the supervision and management of all subcontractors. 6. STAFFING 6.1. It is anticipated that work as described in Section 4 will require one Key Personnel to be at a minimum of part-time (forty (40) hours per two (2) weeks) for Coating Program and up to two (2) Personnel part-time (forty (40) hours per two (2) weeks) for condition assessment and Coating Program support over the entire Contract duration. Additional resources may be needed on a case-by-case basis. 6.2. Key Personnel shall be available for the duration of this Contract and no person designated as “Key” to this Contract shall be removed or replaced without prior written consent of OC San unless an individual leaves the employment of Consultant, or is unable to continue employment because of extended illness, disability, or other OC San approved circumstances. 6.3. Replacement of Key Personnel, if approved by the OC San, shall be with personnel of equal or greater abilities and qualifications. Key Personnel shall include at least one (1) alternate to the “scheduled” personnel should the “scheduled” personnel be unable to continue employment. The Consultant shall provide a satisfactory replacement for Key Personnel in a timely manner. All Key Personnel assigned by Consultant to perform services under this Contract shall be fully qualified to perform the tasks assigned to them and shall perform the Services in a competent and professional manner. Key Personnel shall be employed full-time (eighty (80) hours per two (2) weeks) with the Consultant. 6.4. OC San reserves the right to require the Consultant to remove any Key Personnel immediately from the contract in the event OC San determines and provides written notification that they are not performing satisfactorily. Key personnel shall be replaced by Consultant within ten (10) business days of receipt of said written notification. 7. GENERAL REQUIREMENTS All Consultant staff: 7.1. Shall perform the required duties at OC San facilities or at the selected Consultant’s home office depending on the assigned tasks. At times, work duties may be required at other OC San facilities or at job site locations away from OC San facilities. OC San will provide office space which will initially be at Plant No. 1, California, however as program requirements change the Consultant’s staff may be relocated to Plant No. 2. OC San will provide a computer workstation including software and all necessary office equipment to perform the required duties. 7.2. Shall comply with all OC San administrative and safety policies and procedures. 7.3. This Contract may require the Consultant’s staff to work schedules outside of the normal OC San business hours. The Consultant’s staff will not work beyond eighty (80) hours per two-week period without prior authorization from the OC San representative. EXHIBIT A - CONFORMED 7 of 7 Specification No. CS-2024-645BD 7.4. Will not work the following OC San holidays without prior written authorization from the OC San representative (verify dates for the holidays with the OC San representative(s)): New Year’s Day Martin Luther King Day President’s Day Memorial Day Independence Day Labor Day Veterans Day Thanksgiving Day Day after Thanksgiving Christmas Eve or day after Christmas Christmas Day 7.5. Shall possess a valid California driver license and reliable transportation. 7.6. Shall possess strong oral and written communication skills. OC San shall be billed only for the hours actually worked by the Consultant’s staff. OC San shall not be charged/billed for any administrative/overhead costs incurred by the Consultant. All costs associated with housing and relocation shall be paid by the Consultant. 8. POSITION CLASSIFICATIONS 8.1. The staffing levels that may be requested by the OC San are listed below. • Corrosion Engineer 3 (Key Personnel) • NACE Certified Coating Inspector Level III (Inspector) • Corrosion Specialist • Senior Corrosion Technologist • Corrosion Technologist • Corrosion Technician • Structural Engineer 8.2. Please see Appendix A – Coating and Corrosion Management Staffing Position Classification Requirements for each position. The current Key Personnel staffing requirement is one (1) part-time Corrosion Engineer 3, one (1) part-time Corrosion Specialist or Corrosion Engineer 3, and one (1) part time Coating Inspector. However, should this requirement change, the Consultant shall provide additional Key Personnel requested by the OC San for the duration of the Contract. 9. STAFF ASSISTANCE An OC San representative will be assigned to work with Consultant for this Contract. All meetings with OC San staff related to task evaluation will be scheduled through the assigned OC San representative. OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4060 Agenda Date:2/5/2025 Agenda Item No:6. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: CONTROL ROOM RECONFIGURATION AT PLANT NO. 1, CONTRACT NO. J-120A GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Receive and file Bid Tabulation and Recommendation for Control Room Reconfiguration at Plant No. 1, Contract No. J-120A; B. Award a Construction Contract Agreement to Estate Design and Construction, Inc. for Control Room Reconfiguration at Plant No. 1, Contract No. J-120A as part of Process Control System Upgrades, Project No. J-120, for a total amount not to exceed $1,033,000; and C. Approve a contingency of $103,300 (10%). BACKGROUND The Control Room Reconfiguration at Plant No.1,Contract No.J-120A,will reconfigure the existing control room located in the Plant No.1 Control Center at the Orange County Sanitation District (OC San)to accommodate the new workstations being installed under Contract No.J-120A.1,Control Room Reconfiguration at Plant No.1,for the Distributed Control System (DCS).This reconfiguration will replace the existing consoles,computers,and displays with a user-friendly,ergonomic workstation configuration. RELEVANT STANDARDS ·Comply with California Public Contract Code Section 20103.8,award construction contract to lowest responsive, responsible bidder ·24/7/365 treatment plant reliability ·Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard ·Provide a safe and collegial workplace Orange County Sanitation District Printed on 1/24/2025Page 1 of 3 powered by Legistar™ File #:2025-4060 Agenda Date:2/5/2025 Agenda Item No:6. PROBLEM The existing control system furniture and configuration in the Plant No.1 control room is outdated and incompatible with the design and functionality of the new workstations required for the DCS being installed as part of the larger J-120 Process Control Systems Upgrades project. PROPOSED SOLUTION Award a Construction Contract Agreement to renovate the existing control room and provide the required infrastructure improvements to the existing Control Center to accommodate the new workstations,displays,cabinetry,and furniture that will be installed under Contract J-120A.1,Control Room Reconfiguration at Plant No. 1. TIMING CONCERNS Delays in reconfiguration of the existing control room could impact the overall project schedule and delay the timing of having the new control room operational with the new DCS. RAMIFICATIONS OF NOT TAKING ACTION Plant operations staff will need to continue to use the existing furniture and outdated workstation configuration which is not optimized for the new DCS. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION OC San advertised Contract No.J-120A for bids on October 8,2024,and two sealed bids were received on December 3, 2024. A summary of the bid opening follows: Engineer’s Estimate $1,050,000 Bidder Amount of Bid Estate Design and Construction, Inc.$1,033,000 Marjani Builders, Inc.$1,310,000 The bids were evaluated in accordance with the OC San’s policies and procedures.A notice was sent to all bidders on December 19,2024,informing them of the intent of OC San staff to recommend award of the Construction Contract Agreement to Estate Design and Construction, Inc. Staff recommends awarding a Construction Contract Agreement to the lowest responsive and responsible bidder,Estate Design and Construction,Inc.,for a total amount not to exceed $1,033,000. Orange County Sanitation District Printed on 1/24/2025Page 2 of 3 powered by Legistar™ File #:2025-4060 Agenda Date:2/5/2025 Agenda Item No:6. CEQA The project is exempt from CEQA,and a Notice of Exemption was filed and stamped in July 2021 with the OC Clerk-Recorder. 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 38,Process Control System Upgrades, Project No. J-120) 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: ·Construction Contract Agreement GR:lb Orange County Sanitation District Printed on 1/24/2025Page 3 of 3 powered by Legistar™ C-CA-073024 PART A CONTRACT AGREEMENT C-CA-073024 TABLE OF CONTENTS CONTRACT AGREEMENT SECTION – 1 GENERAL ....................................................................................... 1 SECTION – 2 MATERIALS AND LABOR ................................................................ 4 SECTION – 3 PROJECT ........................................................................................ 4 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 ......................... 7 SECTION – 12 SUBSTITUTION OF SECURITIES IN LIEU OF RETENTION OF FUNDS ............................................................................................. 9 SECTION – 13 COMPLETION .................................................................................. 9 SECTION – 14 CONTRACTOR’S EMPLOYEES COMPENSATION ....................... 10 SECTION – 15 SURETY BONDS ........................................................................... 12 SECTION – 16 INSURANCE .................................................................................. 13 SECTION – 17 RISK AND INDEMNIFICATION ...................................................... 21 SECTION – 18 TERMINATION ............................................................................... 21 SECTION – 19 WARRANTY ................................................................................... 22 SECTION – 20 ASSIGNMENT ................................................................................ 22 SECTION – 21 RESOLUTION OF DISPUTES........................................................ 23 SECTION – 22 SAFETY & HEALTH ....................................................................... 23 SECTION – 23 CALIFORNIA VOLUNTARY PROTECTION PROGRAM ANNUAL REPORTING REQUIREMENT ...................................................................................... 23 SECTION – 24 NOTICES ....................................................................................... 24 C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 1 of 25 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 THIS CONTRACT AGREEMENT (Contract Agreement) is made and entered into, to be effective, this February 26, 2025, by and between Estate Design and 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. A. Contract Documents Order of Precedence C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 2 of 25 “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), 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: 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 C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 3 of 25 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 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. C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 4 of 25 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. SECTION – 3 PROJECT The Project is described as: CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 5 of 25 SECTION – 4 PLANS AND SPECIFICATIONS The Work to be done is shown in a set of Plans and Specifications entitled: CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 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 four hundred thirty five (435) 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 zero (0) 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 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 C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 6 of 25 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”. In the event a Change Order is issued by OC SAN pursuant to the Contract Documents, C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 7 of 25 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.” 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 One Million Thirty Three Thousand Dollars ($1,033,000) as itemized on the attached Exhibit “A”. C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 8 of 25 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 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. C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 9 of 25 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.” 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, C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 10 of 25 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 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 C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 11 of 25 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 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 C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 12 of 25 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 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 C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 13 of 25 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 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 C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 14 of 25 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. 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. C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 15 of 25 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: Two Million Dollars ($2,000,000) per occurrence and a general aggregate limit of Four Million Dollars ($4,000,000) 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: a. Premises-Operations. b. Products and Completed Operations, with limits of at least Two Million Dollars ($2,000,000) per occurrence and a general aggregate limit of Four Million Dollars ($4,000,000) 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 C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 16 of 25 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 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 C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 17 of 25 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. B. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by OC SAN. At the option of OC SAN, either: the Insurer shall reduce or eliminate such deductibles or self-insured retentions as respects OC SAN, its Directors, officers, agents, consultants, and employees; or CONTRACTOR shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration, and defense expenses. C. Other Insurance Provisions C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 18 of 25 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. 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 C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 19 of 25 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 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 complete, certified copies of all required insurance policies, including endorsements, affecting the coverage required by these Specifications at any time. C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 20 of 25 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-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 21 of 25 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 made at the time and in the manner provided in the General Conditions, “Termination for Default” and “Termination for Convenience”. C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 22 of 25 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. 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. C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 23 of 25 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 CALIFORNIA VOLUNTARY PROTECTION PROGRAM ANNUAL REPORTING REQUIREMENT If CONTRACTOR will potentially work 1,000 combined hours in a quarter, for the term of the Contract Agreement, CONTRACTOR shall provide an annual report detailing its safety and health information, including, but not limited to, its total number of employees, work hours, number of injuries and illnesses, and number of injury and illness cases involving days away from work, restricted work activity and/or job transfer. CONTRACTOR shall furnish this report to OC SAN no later than January 20th each calendar year. Failure to provide this data by the required due date may result in suspension of CONTRACTOR’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONTRACTOR’s sole responsibility and considered CONTRACTOR caused delay, which shall not be compensable by OC SAN. C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 24 of 25 SECTION – 24 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. 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: Benjamin S. Tvizer, CEO Estate Design and Construction, Inc. 1902 Westwood Blvd. #200 Los Angeles, California 90025 Savannah@estatednc.com C-CA-073024 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 CONFORMED Page 25 of 25 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: Estate Design and Construction, Inc. 1902 Westwood Blvd. #200 Los Angeles, CA 90025 By______________________________ Date _________________ ______________________________ Printed Name Its______________________________ CONTRACTOR’s State License No. 1075658 (Expiration Date – 9/30/2025) 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. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 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. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 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. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 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. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 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. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 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. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 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-062221CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 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 theSpecifications, terms, and conditions of the Contract; 2.Payments to Subcontractors and Suppliers have been made from previous paymentsreceived under the Contract, and timely payments will be made from the proceeds ofthe payment covered by this certification; 3.This request for progress payments does not include any amounts which the primeCONTRACTOR intends to withhold or retain from a Subcontractor or Supplier inaccordance with the terms and conditions of the subcontract; and 4.This certification is not to be construed as Final Acceptance of a Subcontractor’sperformance. _________________________________________ Name _________________________________________ Title _________________________________________ Date C-EXA-062221CONTRACT NO. J-120ACONTROL ROOM RECONFIGURATION AT PLANT NO. 1CONFORMEDPage 8 of 8 ATTACHMENT 2 – SCHEDULE OF PRICES See next pages for Bid Submittal Forms: Estate Design and Construction, Inc. BF-14 SCHEDULE OF PRICES, Pages 1-2 BF-14 SCHEDULE OF PRICES C-BF-070224 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 Page 1 of 2 Bid Submitted By: _______________________________________ (Name of Firm) BF-14 SCHEDULE OF PRICES INSTRUCTIONS A. General For Unit Prices, it is understood that the following quantities are approximate only and are solely for the purpose of estimating for the comparison of Bids and that the actual value of Work will be computed based upon the actual quantities in the completed Work, whether they be more or less than those shown. CONTRACTOR’s compensation for the Work under the Contract Documents will be computed based upon the lump sum amount of the Contract at time of award, plus any additional or deleted costs approved by OC SAN via approved Change Orders, pursuant to the Contract Documents. Bidder shall separately price and accurately reflect costs associated with each line item, leaving no blanks. Any and all modifications to the Bid must be initialed by an authorized representative of the Bidder in accordance with the Instructions to Bidders, Preparation of Bid. Bidders are reminded of section entitled Discrepancies in Bid Items in the Instructions to Bidders, which, in summary, provides that the total price for each item shall be based on the Unit Price listed for each item multiplied by the quantity; and the correct Total Price for each item shall be totaled to determine the Total Amount of Bid. All applicable costs including overhead and profit shall be reflected in the respective unit costs and the TOTAL AMOUNT OF BID. The Bid price shall include all costs to complete the Work, including profit, overhead, etc., unless otherwise specified in the Contract Documents. All applicable sales taxes, state and/or federal taxes, and any other special taxes, patent rights, or royalties shall be included in the prices quoted in this Bid. B. Basis of Award AWARD OF THE CONTRACT WILL BE MADE ON THE BASIS OF THE LOWEST RESPONSIVE AND RESPONSIBLE BID. Note 1: Base Bid. Includes all costs necessary to furnish all labor, materials, equipment, and services for the construction of the Project per the Contract Documents. BF-14 SCHEDULE OF PRICES C-BF-070224 CONTRACT NO. J-120A CONTROL ROOM RECONFIGURATION AT PLANT NO. 1 Page 2 of 2 Bid Submitted By: ______________________________________ (Name of Firm) SCHEDULE OF PRICES BASE BID ITEMS (Refer to Note 1 in the Instructions): Item No. Description Unit of Measurement Approx Qty Unit Price Extended Price 1. Mobilization as described in Specifications Section 01155 and in conformance with the Contract Documents for the lump sum price of… Lump Sum = $60,000 2. All other portions of the Work, except the Work of Item Nos. 1 and 3, as described in Specifications Section 01155 and in conformance with the Contract Documents for the lump sum price of… Lump Sum = $ 3. Demobilization including final progress payment, clean-up and retention of the Project site as described in Specifications Section 01155 and in conformance with the Contract Documents for the lump sum price of… Lump Sum = $20,000 TOTAL AMOUNT OF BID (BASIS OF AWARD) $ 1,033,000 953,000 OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4084 Agenda Date:2/5/2025 Agenda Item No:7. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: CENGEN AND 12KV SERVICE CENTER SWITCHGEAR BATTERY SYSTEM UPGRADES AT PLANT NO. 1, PROJECT NO. FR1-0005 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: Approve a contingency increase of $97,000 (10%)to the existing Construction Contract with Mass. Electric Construction Co.for CenGen and 12kV Service Center Switchgear Battery System Upgrades at Plant No. 1, Project No. FR1-0005, for a new total contingency of $194,000 (20%). BACKGROUND The battery systems at the Central Generation (CenGen)Building at Orange County Sanitation District (OC San)Plant No.1 provide 24VDC power for the central generators and 125VDC power to the protection and monitoring devices located in the switchgear.The CenGen switchgear contains manual transfer switches to select between the 24VDC and 125VDC power sources to maintain central generator or switchgear operation during battery maintenance or failure of a battery system. RELEVANT STANDARDS ·Protect OC San assets ·Commitment to safety & reducing risk in all operations PROBLEM The contract drawings showed the existing manual transfer switches being reused.However,during construction,the switches were electrically tested and found to be unsuitable for continued use.As a result,the contractor must replace the switches,which falls outside the project’s original scope and exceeds the allocated contingency.In addition,the contract drawings did not show the installation of the 24VDC manual transfer switches, which are required to match the current electrical configuration. PROPOSED SOLUTION Approve a contingency increase to provide sufficient funds for the remaining work. Orange County Sanitation District Printed on 1/28/2025Page 1 of 2 powered by Legistar™ File #:2025-4084 Agenda Date:2/5/2025 Agenda Item No:7. TIMING CONCERNS If this action is not taken,construction would be delayed until the new manual transfer switches are installed. RAMIFICATIONS OF NOT TAKING ACTION Manual transfer switches would not be provided,and the battery systems would be connected directly to the associated central generators and switchgear.A failure of the battery system would result in the shutdown of the associated equipment. PRIOR COMMITTEE/BOARD ACTIONS September 2023 -Received and filed Bid Tabulation and Recommendation for CenGen and 12kV Service Center Switchgear Battery System Upgrades at Plant No.1,Project No.FR1-0005;awarded a Construction Contract to Mass.Electric Construction Co.for Cengen and 12kV Service Center Switchgear Battery System Upgrades at Plant No.1,Project No.FR1-0005,for a total amount not to exceed $970,000; and approved a contingency of $97,000 (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. 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 108,Repairs and 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: N/A DD:lb Orange County Sanitation District Printed on 1/28/2025Page 2 of 2 powered by Legistar™ OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3409 Agenda Date:2/5/2025 Agenda Item No:8. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: HVAC REPLACEMENT FOR PLANT NO.2 CENTRIFUGE BUILDING,OPERATIONS BUILDING, AND BITTER POINT PUMP STATION, PROJECT NO. SC22-02 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Recommend to the Board of Directors to: A. Approve Purchase Order and Master Turnkey Agreement with Trane U.S. Inc., for the HVAC Replacement for Plant No. 2 Centrifuge Building, Operations Building, and Bitter Point Pump Station, Project No. SC22-02, utilizing the Omnia Cooperative Purchasing Agreement, Contract Number 3341, for a total amount not to exceed $2,746,477; and B. Approve a contingency of $274,647 (10%). BACKGROUND The Orange County Sanitation District’s (OC San)Centrifuge Building server room is equipped with three air conditioning units and associated condensers,installed in 2020.The Operations Building has two split units and one packaged unit,installed in 1995 and 1996,respectively.The Bitter Point Pump Station electrical room has a split unit installed in 2011.These HVAC systems regulate temperature for staff and maintain optimal conditions for critical SCADA servers and electrical equipment by controlling temperature and humidity. RELEVANT STANDARDS ·Comply with California Public Contract Code Section 20103.8 by awarding a construction contract to lowest responsive, responsible bidder ·24/7/365 treatment plant reliability PROBLEM The HVAC systems in the Centrifuge Building and the Bitter Point Pump Station were designed to accommodate larger demands than currently required.Because they are oversized,the HVAC systems cycle on and off too quickly and do not run long enough to effectively remove moisture from the air.This results in higher humidity levels,which pose a threat to the Centrifuge Building’s SCADA servers and the Bitter Point Pump Station’s variable frequency drives that control the pumps.The SCADA servers in the Centrifuge Building have previously failed due to high humidity.Portable Orange County Sanitation District Printed on 1/29/2025Page 1 of 3 powered by Legistar™ File #:2024-3409 Agenda Date:2/5/2025 Agenda Item No:8. SCADA servers in the Centrifuge Building have previously failed due to high humidity.Portable dehumidifiers were installed as a temporarily solution. The HVAC units in the Operations Building are experiencing extreme wear and failure.OC San maintenance staff has made several repairs,but the units have exceeded their useful life expectancy, and further repairs or maintenance will not provide reliable performance. PROPOSED SOLUTION Approve Purchase Order and Master Turnkey Agreement to downsize two HVAC units at the Centrifuge Building,one HVAC unit at the Bitter Point Pump Station,and replace three in-kind HVAC units at the Operations Building. TIMING CONCERNS The approval of this Purchase Order contract to design,build,and commission new HVAC equipment is an efficient and cost-effective way to replace the equipment in a timely manner.Delaying this action means OC San may be vulnerable to the loss of HVAC and/or critical equipment at the three sites. RAMIFICATIONS OF NOT TAKING ACTION Not replacing the units will increase the risk of inadequate building temperatures for staff and the eventual failure of the SCADA servers and variable frequency drives in the buildings.Failure of this equipment would cause pump station and plant control system disruptions. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION OC San is utilizing a cooperative purchasing agreement through Omnia Partners,formerly U.S. Communities,which is the largest cooperative purchasing organization for public sector procurement. This agreement was awarded using a competitive bid process similar to OC San’s and has been vetted by the Purchasing Division.The collective buying power of the unified purchasing cooperatives typically deliver value and savings for public agencies nationwide. Trane U.S.Inc.was selected to propose on this cooperative purchasing agreement because they provide equipment that matches the existing HVAC needs and fits within the existing footprint. Staff evaluated the proposal in accordance with OC San policies and procedures and based on these results, recommends awarding the Purchase Order Contract to Trane U.S. Inc. Location Existing HVAC Quantity & Size Proposed HVAC Quantity & Size Centrifuge Building Three (3) 5.66-ton units Two (2) 3.5-ton units (new) One (1) 5.66-ton unit (keep) Operations Building One (1) 30-ton unit One (1) 20-ton unit One (1) 4-ton unit One (1) 30-ton unit (new) One (1) 20-ton unit (new) One (1) 4-ton unit (new) Bitter Point Pump Station One (1) 15-ton unit One (1) 10-ton unit (new) Orange County Sanitation District Printed on 1/29/2025Page 2 of 3 powered by Legistar™ File #:2024-3409 Agenda Date:2/5/2025 Agenda Item No:8. Location Existing HVAC Quantity & Size Proposed HVAC Quantity & Size Centrifuge Building Three (3) 5.66-ton units Two (2) 3.5-ton units (new) One (1) 5.66-ton unit (keep) Operations Building One (1) 30-ton unit One (1) 20-ton unit One (1) 4-ton unit One (1) 30-ton unit (new) One (1) 20-ton unit (new) One (1) 4-ton unit (new) Bitter Point Pump Station One (1) 15-ton unit One (1) 10-ton unit (new) CEQA The project is exempt from CEQA,and a Notice of Exemption will be filed with the OC Clerk- Recorder and State Clearing House after the OC San's Board of Directors approval of the Purchase Order 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 8,Page 52,Operations &Maintenance Capital Program, Project No. M-SM-CAP) 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: ·Master Turnkey Agreement RD:lb Orange County Sanitation District Printed on 1/29/2025Page 3 of 3 powered by Legistar™ Master Turnkey Agreement © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 1 of 31 Orange County Sanitation District and Trane This Master Turnkey Agreement (this “Agreement”) is made as of the 26 Day of February 2025 (“Effective Date”) by and between Trane U.S. Inc., (hereinafter referred to as “Contractor” or “Trane”) and Orange County Sanitation District whose principal office is located at 18480 Bandilier Circle Fountain Valley, CA 92708 (hereinafter referred to as “Customer”). RECITALS WHEREAS, Contractor is in the business of manufacturing, installing, commissioning and maintaining certain HVAC and other equipment and/or services. Customer desires to utilize Contractor to furnish installation services at one or more sites as defined in a Work Order to be issued pursuant hereto; and WHEREAS, Contractor has agreed to perform the work and services pursuant to the Racine County, WI, Contract Number 3341 entitled “HVAC Products, Installation, Labor Based Solutions, and Related Products and Services” made available for piggybacking through OMNIA Partners, Public Sector (the “Piggyback Contract”) ; and WHEREAS, Contractor and Customer have agreed to enter into this Agreement to set forth the terms and conditions for Contractor’s construction services at Customer’s facilities as defined in one or more Work Orders (hereinafter the “Work”) to be executed hereunder. This Agreement provides the standard terms and conditions that will apply with respect to each Work Order and Customer Project. Pursuant to individual Work Orders issued pursuant and subject to this Agreement, a form of which Work Order is attached hereto as Exhibit A, Contractor and Customer will set forth their specific agreement with respect to certain additional contractual terms for each Customer Project, including price, schedule for completion, and scope of the Work to be performed by Contractor pursuant to the Work Order. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows: Definitions. As used throughout the Contract Documents, the following terms when capitalized shall have the designated meanings and other terms used herein but not defined below shall have the meanings ascribed to them throughout this Agreement: “Applicable Laws” means all laws, building codes, rules, regulations, or orders of any federal, state, county, local, or other governmental body, agency or other authority having jurisdiction over the Site, or the performance of the Work at the Site, as may be in effect from time to time. “Certificate of Final Completion” means the form of Certificate of Final Completion attached hereto as Exhibit E-2. “Certificate of Substantial Completion” means the form of Certificate of Substantial Completion attached hereto as Exhibit E-1. “Completion Date” (or the plural thereof) means the dates specified in the Work Order for Contractor’s achievement of Substantial Completion and/or Final Completion, subject to any extensions thereof as provided in this Agreement. “Contract Documents” refers to, collectively, this Agreement, any Work Order mutually executed pursuant to this Agreement, any Change Orders issued hereunder and all plans, specifications, and addenda, and the Piggyback Contract. “Contract Time” means the amount of time specified in each Work Order for the full and complete performance of the Work that is the subject of each Work Order. Master Turnkey Agreement © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 2 of 31 “Customer Project” means the entirety of the Work to be performed by Contractor under this Agreement and the applicable Work Order. “Day” as used in the Contract Documents shall mean calendar day unless otherwise specifically stated. “Final Completion” means the full completion of the Work as required by the Contract Documents, as evidenced by Contractor’s written acceptance of the completed Work in accordance with the provisions of Section 2.06 of this Subcontract. “Premises” or “Site” means the building, office space, business location, or other location where the Work is to be performed or furnished that is the subject of a Work Order, as more fully described in Attachment C to the applicable Work Order. “Contract Price” means the lump sum amount specified in each Work Order that is payable by Customer to Contractor in consideration for the performance of the Work as described in of each Work Order. Contract Price shall also include other compensation to be paid to Contractor in consideration of the Work, including but not limited to agreed-upon unit prices. “Contract Time” means the period of time, including authorized adjustments, allotted for Subcontractor to achieve Substantial Completion of the Work by the Substantial Completion date specified on the Work Order. “Substantial Completion” means the stage in the progress of the Work when the Work is sufficiently complete so that Owner can occupy or utilize the Work for its intended use. “Work” or the “Services” means the complete performance of the scope of Work specified in the Work Order at the Site and includes all labor necessary to produce, furnish, and/or install such services, all materials, fabrications, assemblies, and equipment (excluding Contractor supplied equipment) incorporated or to be incorporated in such Work, except as specifically set forth in an applicable Work Order. “Work Order” means the document mutually executed by the parties that sets forth Contractor’s and Customer’s specific agreement with respect to terms that are unique for the Work to be performed, substantially in the form of the sample form of the Work Order attached hereto as Exhibit A. The Work Order shall be executed by both Contractor and Customer. Words and abbreviations that have well-known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings. ARTICLE 1 - THE SERVICES AND COMPENSATION Section 1.01 Work Orders. For each Customer Project for which Contractor is to perform Work, Contractor and Customer shall execute a Work Order. Section 1.01. Contract Price. Subject to the terms and conditions hereof, as payment for Trane’s performance and furnishing of the Services (as defined below) at the Premises identified in Attachment C to the applicable Work Order, Customer shall pay or cause to be paid to Trane, in accordance with the dates and amounts on Attachment A to the applicable Work Order pursuant to Section 1.04, the sum of Two Million Seven Hundred Forty Six Thousand Four Hundred Seventy Seven and 00/100 dollars ($2,746,477.00) Unless otherwise provided in the applicable Work Order, the Contract Price excludes all sales, consumer, use and similar taxes (excluding income taxes) for the Services. It is understood that pricing shall be based pursuant to the Piggyback Contract subject to adjustments that may be necessary for the payment of prevailing wages pursuant to Section 7.13 below. The Piggyback Contract is hereby incorporated in its entirely by this reference, provided that the terms of this Agreement and any Work Order and Change Order under this Agreement shall take precedence in the event of any conflict between this Agreement and the provisions of the Piggyback Contract. Master Turnkey Agreement © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 3 of 31 Section 1.02. The Services and Exclusions. No later than 395 working days after the date of Contract Execution, Trane shall have designed and substantially completed installation of the equipment and performance of the work and services described in Attachment B to the applicable Work Order (hereinafter, collectively, the “Work” or the “Services”). Trane’s obligation hereunder is limited to the Services as defined herein. Excluded from the Services are any modifications or alterations to the Premises (not expressly included within the Services as defined) that may be required by operation of the Americans With Disabilities Act or any other law or building code(s). Section 1.03. Construction Procedures and Changes to Services. Trane shall supervise and direct the Services using its best skill and attention. Trane shall have exclusive control over construction means, methods, techniques, sequences and procedures. Trane shall at all times have the right to replace, delete or substantially alter any item of equipment or part of the Services, correct any work, or revise any procedures included in this Agreement, provided, however, that Trane shall obtain Customer’s prior consent to substantial deviations from the original scope of Services, said consent not to be reasonably withheld or delayed. Section 1.04. Payment Terms. Customer shall pay Trane or cause Trane to be paid for the Services as follows: (a) Initial Payment: Upon execution hereof, 15% of the Contract Price (for engineering, drafting and other mobilization costs incurred prior to on-site installation) shall be due; and (b) Progress and Final Payments: Trane will invoice in accordance with Exhibit A for all materials and equipment delivered to the Premises (or, as applicable, to an off-site storage facility) and for all installation, labor and services performed during the billing period; Customer shall pay all amounts due net thirty (30) days of the itemized invoice for work completed and any invoice not paid within thirty (30) calendar days of its date shall be past due. Section 1.05. Substantial Completion and Final Completion. (a) Substantial Completion. When Trane considers that the Services, or a portion thereof, are substantially complete, Trane will submit to Customer a proposed “punch list” listing items of the Services to be completed prior to final completion. Customer and Trane shall inspect the Services (or portion thereof) to determine if the same is substantially complete. (Substantial Completion is defined as the stage in the progress of the Services (or designated portion thereof) when the Services are sufficiently complete so that Customer can occupy or utilize the Services for its intended use.) Customer and Trane shall add to the punch list any item of work that has not been completed. When the Services (or designated portion thereof) are substantially complete, Customer and Trane shall execute a Certificate of Substantial Completion in the form of Exhibit D.1, setting forth the date of Substantial Completion and shall state the date by which Trane shall complete the items of work included on the punch list. (b) Final Completion. Upon Customer’s receipt of written notice from Trane that the installation work included in the Services is ready for final inspection and acceptance, Customer and Trane shall inspect the installation work and determine whether the same has been performed in accordance with this Agreement. If Customer considers the installation work to have been performed in accordance with this Agreement, Customer shall issue a Certificate of Final Completion and Acceptance, substantially in the form attached hereto as Exhibit D.2, to be executed by an authorized representative of Customer. In the event Trane presents a Certificate of Final Completion and Acceptance to Customer for execution and, within fourteen (14) calendar days from the date noted in the Certificate as the date of such presentation, Customer fails to deliver an executed original of the Certificate to Trane and does not provide to Trane written objections to issuance of the Certificate, providing specific facts as to why the Services have not been finally completed, the Date of Final Completion shall be the date noted in the Certificate as the date the Certificate was submitted to Customer. Section 1.06. Delays. If Trane is delayed in the commencement or completion of any part of the Services due to events beyond Trane’s control (including, but not limited to, fire, flood, labor disputes, unusual delays in deliveries, Master Turnkey Agreement © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 4 of 31 unavoidable casualties, abnormal adverse weather, and acts of God), or due to Customer’s action(s) or failure to perform its obligations under this Agreement or to cooperate with Trane in the timely performance of the Services, then Trane will notify Customer in writing of the existence, extent of, and reason(s) for such delay(s). Trane and Customer shall extend the contract time and/or increase the Contract Price by Change Order for such reasonable time and/or amount as they shall agree. Section 1.07. Equipment Location and Access. Customer shall provide, without charge, a mutually satisfactory location or locations for the installation and operation of the equipment and the performance of the installation work, including sufficient areas for staging, mobilization, and storage. Customer shall provide access to the Premises for Trane and its contractors or subcontractors during regular business hours, or such other hours as may be requested by Trane and acceptable to Customer, to install, adjust, inspect, and correct the installation work. Trane’s access to correct any emergency condition shall not be restricted by Customer. Section 1.08. Permits and Governmental Fees. Trane shall secure (with Customer’s assistance) and pay for building and other permits and governmental fees, licenses, and inspections necessary for proper performance and completion of the installation work and which are legally required when bids from Trane’s subcontractors are received, negotiations thereon concluded, or the effective date of a relevant Change Order, whichever is later. Customer is responsible for necessary approvals, easements, assessments and charges for construction, use or occupancy of permanent structures or for permanent changes to existing facilities. Section 1.09. Utilities During Construction. At no cost to Trane, Customer shall provide and pay for water, heat, and utilities consumed by Trane during performance of the Services hereunder. Trane shall install and pay the cost of any temporary facilities not already in existence, which will be required during construction for accessing such water, heat, and utilities. Section 1.10. Concealed or Unknown Conditions. In the performance of the installation work, if Trane encounters conditions at the Premises that are (i) subsurface or otherwise concealed physical conditions that differ materially from those indicated on the drawings or (ii) unknown physical conditions of an unusual nature that differ materially from those conditions ordinarily found to exist and generally recognized as inherent in construction activities of the type and character as the installation work, Trane shall notify Customer of such conditions as promptly as practicable, prior to significantly disturbing the same. If such conditions differ materially and cause an increase in Trane’s cost of, or time required for, performance of any part of the Services, Trane shall be entitled to, and Customer shall consent by Change Order to, an equitable adjustment in the Contract Price, Contract Time, or both. Section 1.11. Damage to Equipment; Casualty or Condemnation of Premises. (a) If any fire, flood, other casualty, or condemnation renders a majority of the Premises incapable of being occupied and the affected portion is not reconstructed or restored within ninety (90) days from the date of such casualty or condemnation, Trane may terminate this Agreement by delivery of a written notice to Customer, whereupon both parties shall have no further liability to each other, subject to Customer’s obligation to pay to Trane for all parts of the Services, equipment and material furnished to the date of termination, including any specially manufactured or non-stock items, whether in production or delivered. (b) If any significant item of equipment is irreparably damaged by Customer, its employees, agents or invitees, or is destroyed or stolen, and if Customer fails to repair or replace said item within a reasonable period of time, Trane may terminate this Agreement by delivery of a written notice to Customer, whereupon both parties shall have no further liability to each other, subject to Customer’s obligation to pay to Trane for all parts of the Services, equipment and material furnished to the date of termination, including any specially manufactured or non-stock items, whether in production or delivered. Any such termination shall not be considered any Event of Default on the part of either party. Section 1.12. Changes to the Services. (a) Customer, by written Change Order, may request that Trane perform work in addition to the Services. Trane shall be obligated to perform such additional work only pursuant to a Master Turnkey Agreement © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 5 of 31 Change Order agreed to and executed by Customer and Trane. The Change Order shall reflect the parties’ agreement with respect to the scope of the additional work, the amount of any adjustment in the Contract Price, and the extent of any adjustment in the contract time. (b) If a Change Order provides for an adjustment to the Contract Price, such adjustment shall be based on one of the following methods: (1) A lump sum agreed to by Customer and Trane; (2) Unit prices set forth in this Agreement or subsequently agreed to; or (3) Cost of the work ordered plus a fee agreed to by the parties. (c) The following types of costs, which listing is not all-inclusive, shall be included in the determination of the cost of the additional work: (1) costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or industry practice or custom, and workers’ compensation insurance; (2) costs of materials, supplies and equipment, including transportation thereof, whether the same is incorporated or consumed in the additional work; (3) the costs of renting machinery and equipment, except hand tools; (4) premium costs for all bonds and insurance, permit or other governmental approval or inspection fees, and sales, use or comparable taxes relating to the additional work; and (5) additional costs of supervision and field office personnel directly attributable to the additional work. Section 1.13. Adjustment to Contract Time. Trane shall be allowed an equitable adjustment in the Contract Time for performance of additional Work that increases the amount of time required to perform the Services. Section 1.14. Allocation to Trane of Tax Deduction under Section 179D of the Internal Revenue Code. For calendar tax year(s) in which (a) the provisions of Section 179D of the Internal Revenue Code are in effect and (b) the qualifying property installed as a part of the Services has been placed in service pursuant to Section 179D, Customer agrees to allocate the tax deduction available under Section 179D solely to Trane pursuant to Section 179D(d)(34) and, upon a written request from Trane, shall provide the written form of allocation to the Customer that is required by the Internal Revenue Service. Section 1.15. Pre-Existing Conditions. Trane is not liable for any claims, damages, losses, or expenses, arising from or related to conditions that existed in, on, or upon the Work site before the Commencement Date of this Agreement (“Pre-Existing Conditions”), including, without limitation, damages, losses, or expenses involving Pre-Existing Conditions of the building envelope, mechanical system, plumbing, and/or indoor air quality issues involving mold and/or fungi. Trane also is not liable for any claims, damages, losses, or expenses, arising from or related to work done by or services provided by individuals or entities that are not employed by or hired by Trane. ARTICLE 2 - CUSTOMER’S OBLIGATIONS Section 2.01. Representations and Warranties of Customer. Customer hereby warrants and represents to Trane that: Master Turnkey Agreement © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 6 of 31 (a) Customer is the legal fee owner of the Premises and/or otherwise has all requisite authority to make the improvements to the Premises that will result from Trane’s performance of the Services; (b) Customer has provided Trane with all records heretofore requested by Trane and the information set forth therein is, and all information in other records to be subsequently provided pursuant to this Agreement will be, true and accurate in all material respects except as may be disclosed to Trane by Customer in writing; (c) Customer has disclosed in writing to Trane the existence and location of all known or suspected asbestos and other hazardous materials on the Premises; and (d) Customer has no knowledge of any facts or circumstances that, but for the passage of time, would materially, adversely affect either party’s ability to perform its respective obligations hereunder and, if Customer is a governmental entity or instrumentality thereof, Customer has complied with all laws and regulations relative to bidding or procurement. Section 2.02. Customer Default. Each of the following events or conditions shall constitute a default by Customer and shall give Trane the right to, without an election of remedies: (a) proceed pursuant to Section 7.01; and/or (b) terminate this Agreement by delivery of written notice declaring termination, upon which event Customer shall be liable to Trane for all Services furnished to date, including any specially manufactured or non-stock items, whether in production or delivered, and any damages sustained by Trane, including lost profit. (1) Any failure by Customer to pay or cause to be paid amounts due Trane more than thirty (30) days after the date of the invoice therefor; (2) Any representation or warranty furnished by Customer in this Agreement is false or misleading in any material respect when made; (3) Any default by Customer under any instrument or agreement related to the financing of all or any part of the Services or equipment hereunder; (4) Any failure by Customer to perform or comply with any material term or condition of this Agreement, including breach of any covenant contained herein, provided that such failure continues for ten (10) days after written notice to Customer demanding that such failure be cured or, if cure cannot be effected in such ten (10) days, Customer fails to promptly begin to cure and diligently proceed to completion thereof; or (5) The commencement of any voluntary or involuntary proceedings in bankruptcy or receivership by or against Customer, Customer shall become insolvent, make a general assignment for the benefit of creditors, or Customer shall fail to pay its debts as and when they become due. ARTICLE 3 - INSURANCE Section 3.01. Trane’s Liability Insurance. Trane shall purchase from and maintain, without interruption from the commencement of the Services until the date of final payment, a Commercial General Liability policy, Worker’s Compensation and Employer’s Liability policy and Commercial Automobile Liability policy, through a company or companies rated A VIII or better by A.M. Best Company. Section 3.02. Customer’s Liability and Property Insurance. (a) Customer shall be responsible for purchasing and maintaining Commercial General Liability Insurance of the type and amount Customer deems necessary and appropriate. (b) Customer shall purchase and maintain until Final Payment property insurance for the installation work in progress at least in an amount equal to the Contract Price, as the same may be adjusted from time to time, for the installation work (including the equipment) on a replacement cost basis with a deductible of no more than $5,000 Master Turnkey Agreement © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 7 of 31 from an insurer reasonably acceptable to Trane. Such property insurance shall include the interests of Customer, Trane, and its subcontractors (at whatever tier) as additional insureds as their interests may appear. The property insurance purchased by Customer shall be on an all-risk policy form. The property insurance shall cover portions of the installation work stored off site after written approval of Customer at the value established in the approval. Customer, for itself and its insurance carriers, hereby waives all rights of subrogation against Trane and any of its subcontractors, agents, employees, and officers with respect to property insurance and any other insurance coverages maintained by Customer. (c) A loss insured under Customer’s property insurance shall be adjusted by Customer’s Insurer as a fiduciary and made payable to Customer as a fiduciary for the insureds, as their respective interests may appear, subject to requirements of any applicable mortgagee clause. Trane shall pay its subcontractors their just shares of insurance proceeds received by Customer and remitted to Trane, and, by appropriate agreements, written where legally required for validity, shall require said subcontractors to make payments to their subcontractors in a similar manner. In its fiduciary role, Customer shall have the power to negotiate and settle a loss with insurers; provided, however, that at least ten (10) days prior to agreeing to the proposed settlement, Customer shall advise the parties in interest in writing of the terms of the same and the parties in interest shall have seven (7) days thereafter to object in writing to the proposed adjustment or settlement; if such objection is made, Customer shall not enter into or agree to the proposed adjustment or settlement and the parties shall proceed pursuant to Section 7.01. Section 3.03. Customer’s Loss of Use/Business Interruption Insurance. Customer may purchase and maintain insurance to protect against loss of use of Customer’s property or business interruption due to fire or other commonly insured hazards, however such fire or hazards may be caused. Customer acknowledges that Trane is not required to purchase or maintain such insurance against the loss of use of Customer’s property or business interruption. CUSTOMER HEREBY WAIVES ALL CLAIMS AND CAUSES OF ACTION IT MAY HAVE AGAINST TRANE AND ANY OF ITS SUBCONTRACTORS, AGENTS, EMPLOYEES, AND OFFICERS FOR LOSS OF USE OF CUSTOMER’S PROPERTY OR BUSINESS INTERRUPTION, WHETHER INSURED OR NOT, INCLUDING CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR OTHER DAMAGES DUE TO SUCH HAZARDS, REGARDLESS OF CAUSE. Section 3.04. Evidence of Insurance. Certificates of insurance acceptable to the Customer and to Trane shall be provided by each party to the other prior to commencement of performance of any Services. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the other party. If any of the insurance coverages are required to remain in force after final payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final application for payment. Customer’s certificate shall clearly name "Trane U.S. Inc." as an additional insured with an endorsement containing no restrictions or limitations on the policy that do not also apply to the named insured. Neither the procurement nor maintenance of any type of insurance by Customer shall in any way be construed or deemed to limit, waive, or release Customer from any of the obligations and risks of Customer under this Agreement, or to be a limitation on the nature and extent of such obligations and risks. ARTICLE 4 - HAZARDOUS MATERIALS Section 4.01. Asbestos and Hazardous Materials. (a) Trane’s Services and other work in connection with this Agreement expressly exclude any work connected or associated with Hazardous Materials. Hazardous Material means any pollutant, contaminant, toxic or hazardous waste, dangerous substance, potentially dangerous substance, noxious substance, toxic substance, flammable, explosive, radioactive material, urea formaldehyde, foam insulation, asbestos, asbestos-containing materials (“ACM’s”), polychlorinated biphenyl (“PCB”), mold, fungus, bacteria, microbial growth, or other contaminates or airborne biological agents, and any other substances, the removal of which is required, or the manufacture, preparation, production, generation, use, maintenance, treatment, storage, transfer, handling, or ownership of which is restricted, prohibited, regulated, or penalized by any and all federal, state, county, or municipal statutes or laws now or at any time hereafter in effect, including but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et Master Turnkey Agreement © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 8 of 31 seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. §§ 2601 et seq.), and the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), as the laws have been and may be amended and supplemented. (b) Trane shall not be required to perform any identification, abatement, remediation, cleanup, control, or removal of Hazardous Materials. Customer warrants and represents that, except as expressly, and by reference to this Section, set forth in Exhibit B (Scope of Services) or Exhibit C (Description of Premises), there are no Hazardous Materials on the Premises that will in any way affect Trane’s Services and Customer has disclosed to Trane the existence and location of any Hazardous Materials in all areas within which Trane will be performing any part of the Services. The existence or location of any Hazardous Materials that have been so disclosed by Customer to Trane shall be the responsibility of Customer. (c) Should Trane become aware of or suspect the presence of Hazardous Materials, Trane shall have the right to immediately stop work in the affected area and shall notify Customer. Customer will be responsible for taking any and all action necessary to correct the condition in accordance with all applicable laws and regulations. Trane shall be required to resume performance of the Services in the affected area only in the absence of Hazardous Materials or when the affected area has been rendered harmless; if the area has not been or cannot be rendered harmless within thirty (30) days of discovery of the Hazardous Material, Trane may terminate this Agreement and Customer shall be liable to Trane for the Services completed to date of termination and lost profits. Customer shall compensate Trane for any additional costs incurred by Trane as a result of work stoppage, including demobilization and remobilization. Under no circumstances shall Trane be obligated to transport or handle Hazardous Material, to provide any notices to any governmental authority or agency, or to inspect or examine the Premises for the presence of Hazardous Materials. In addition to any other indemnity obligation of Customer to Trane, Customer will indemnify, defend, and hold harmless Trane, its officers, directors, beneficiaries, shareholders, partners, agents, and employees (collectively referred to as “Trane” for purposes of this Article 4) from all fines, suits, procedures, claims and actions of every kind, and all costs associated therewith (including attorneys’ and consultants’ fees) arising out of or in any way connected with ore related to: (1) the presence or any leak, deposit, spill, discharge, or other release or disposal of Hazardous Materials in connection with the performance of this Agreement or the Maintenance Agreement, except to the extent such Hazardous Materials were brought onto the Premises by Trane; and/or (2) Customer’s failure to identify and disclose Hazardous Materials and to fully comply with all federal, state, and local statutes, laws ordinances, codes, rules and regulation now or at any time hereafter in effect regarding Hazardous Materials. Trane shall not have any liability (whether direct or indirect and regardless of cause) relating to or arising from mold, fungus, bacteria, microbial growth, or other contaminates or airborne biological agents. ARTICLE 5 - INDEMNIFICATION AND LIMITATION OF LIABILITY Section 5.01. Indemnification. To the maximum extent permitted by law, Trane and Customer shall indemnify and hold each other harmless from any and all actions, costs, expenses, damages and liabilities, including reasonable attorneys' fees, resulting from death or bodily injury or damage to tangible physical property of the other, to the extent arising out of or resulting from the negligence of their respective employees or other authorized agents in connection with the Premises. However, neither party shall indemnify the other against actions, costs, expenses, damages and liabilities to the extent attributable to the acts or omissions of the other party. If the parties are both at fault hereunder, then any obligation to indemnify shall be proportional to their relative fault. The duty to indemnify will continue in full force and effect, notwithstanding the expiration or early termination of this Agreement, with respect to any claims based on facts or conditions which occurred prior to expiration or termination. Section 5.02. Limitation of Liability. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGE (INCLUDING WITHOUT LIMITATION REFRIGERATION LOSS, BUSINESS INTERRUPTION, LOST Master Turnkey Agreement © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 9 of 31 DATA, LOST REVENUE, LOST PROFITS) OR CONTAMINANTS LIABILITIES, EVEN IF A PARTY HAS BEEN ADVISED OF SUCH POSSIBLE DAMAGE OR IF SAME WERE REASONABLY FORESEEABLE AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM BREACH OF CONTRACT, NEGLIGENCE, TORT, WARRANTY, STRICT LIABILITY, PRODUCT LIABILITY, OR ANY OTHER THEORY In no event will Trane’s liability in connection with the provision of products or service or otherwise under this Agreement exceed the entire amount paid to Trane by Customer under this Agreement. Section 5.03. CONTAMINANTS LIABILITY The transmission of COVID-19 may occur in a variety of ways and circumstances, many of the aspects of which are currently not known. HVAC systems, products, services and other offerings have not been tested for their effectiveness in reducing the spread of COVID-19, including through the air in closed environments. IN NO EVENT WILL TRANE BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDEMNIFICATION, ACTION OR CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, FOR ANY BODILY INJURY (INCLUDING DEATH) OR ANY OTHER LIABILITIES, DAMAGES OR COSTS RELATED TO CONTAMINANTS (INCLUCING THE SPREAD, TRANSMISSION, MITIGATION, ELIMINATION, OR CONTAMINATION THEREOF) (COLLECTIVELY, “CONTAMINANTS LIABILITIES”) AND CUSTOMER HEREBY EXPRESSLY RELEASES TRANE FROM ANY SUCH CONTAMINANTS LIABILITIES. ARTICLE 6 - WARRANTY Section 6.01. Workmanship and Equipment Warranty. Trane warrants that, for a period of one year from the date of Final Completion (the “Warranty Period”), Trane-manufactured equipment installed hereunder and the installation work (i) shall be free from defects in material, manufacture, and workmanship and (ii) shall have the capacities and ratings set forth in Trane’s catalogs and bulletins. Trane obligations of equipment start-up, if any are stated in the Proposal, are coterminous with the Warranty period. For Trane-manufactured equipment not installed by Trane the Warranty Period is the lesser of 12 months from initial start-up or 18 months from the date of shipment. Equipment and/or parts that are not manufactured by Trane (“Third-Party Product(s)”) are not warranted by Trane and have such warranties as may be extended by the respective manufacturer. If such defect in Trane-manufactured equipment or the installation work is discovered within the Warranty Period, Trane will correct the defect or furnish replacement equipment (or, at its option, parts therefor) and, if said Trane- manufactured equipment was installed pursuant hereto, labor associated with the replacement of parts or equipment not conforming to this warranty. No liability whatsoever shall attach to Trane until said equipment and Services have been paid for in full and then said liability shall be limited to Trane’s cost to correct the defective equipment or work and/or the purchase price of the equipment shown to be defective. Trane’s warranties expressly exclude any remedy for damage or defect caused by corrosion, erosion, or deterioration, abuse, modifications or repairs not performed by Trane, improper operation, or normal wear and tear under normal usage. Trane shall not be obligated to pay for the cost of lost refrigerant. CUSTOMER UNDERSTANDS THAT COMPANY IS NOT THE MANUFACTURER OF ANY THIRD-PARTY PRODUCT(S) AND ANY WARRANTIES, CLAIMS, STATEMENTS, REPRESENTATIONS, OR SPECIFICATIONS ARE THOSE OF THE THIRD-PARTY MANUFACTURER, NOT COMPANY AND CUSTOMER IS NOT RELYING ON ANY WARRANTIES, CLAIMS, STATEMENTS, REPRESENTATIONS, OR SPECIFICATIONS REGARDING THE THIRD-PARTY PRODUCT THAT MAY BE PROVIDED BY COMPANY OR ITS AFFILIATES, WHETHER ORAL OR WRITTEN. THE WARRANTY AND LIABILITY SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES, WHETHER IN CONTRACT OR IN NEGLIGENCE, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL TRANE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOST PROFITS), OR PUNITIVE DAMAGES. NO REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, IS MADE REGARDING PREVENTING, ELIMINATING, REDUCING OR INHIBITING ANY MOLD, FUNGUS, BACTERIA, VIRUS, MICROBIAL GROWTH, OR ANY OTHER CONTAMINANTS (INCLUDING COVID-19 OR ANY SIMILAR VIRUS) (COLLECTIVELY, “CONTAMINANTS”), WHETHER INVOLVING OR IN CONNECTION WITH EQUIPMENT, ANY COMPONENT THEREOF, SERVICES OR OTHERWISE. IN NO EVENT SHALL TRANE HAVE ANY LIABILITY FOR THE Master Turnkey Agreement © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 10 of 31 PREVENTION, ELIMINATION, REDUCTION OR INHIBITION OF THE GROWTH OR SPREAD OF SUCH CONTAMINANTS INVOLVING OR IN CONNECTION WITH ANY EQUIPMENT, THIRD-PARTY PRODUCT, OR ANY COMPONENT THEREOF, SERVICES OR OTHERWISE AND CUSTOMER HEREBY SPECIFICALLY ACKNOWLDGES AND AGREES THERETO. ARTICLE 7 - GENERAL PROVISIONS Section 7.01. Notices and Changes of Address. All notices to be given by either party to the other shall be in writing and must be either delivered or mailed by registered or certified mail, return receipt requested, addressed as follows: If to Trane: Trane U.S. Inc. If to Customer: Orange County Sanitation District 3253 E. Imperial Hwy. 18480 Bandilier Ave. Brea, CA 92821 Fountain Valley, CA 92708 Attention: Brad Donnelly Attention: Jackie Lagade or such other addresses as either party may hereinafter designate by notice to the other. Notices are deemed delivered or given and become effective upon mailing if mailed as aforesaid and upon actual receipt if otherwise delivered. All notices or other communications under this Agreement shall be in writing and may be delivered in person, or may be sent by receipted courier, facsimile transmission, express mail, e-mail, or postage prepaid certified or registered mail, addressed to the party for whom it is intended, at the addresses set forth in this Agreement. Either party may change its address for notice by giving written notice to the other party of the change. Any notice or other communication shall be deemed given no later than the date actually received. Notice by courier, express mail, certified mail, or registered mail shall be deemed given on the date it is officially recorded as delivered by return receipt or equivalent and, in the absence of such record of delivery, it shall be rebuttably presumed to have been delivered on the third business day after it was deposited, first-class postage prepaid, in the mails. Notices sent by fax or e-mail shall require tangible confirmation of receipt from the person to whom addressed. Section 7.02. Assignment. Customer may not assign, transfer, or convey this Agreement, or any part hereof, or its right, title or interest herein, without the written consent of Trane. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of Customer’s successors and assigns. Section 7.03. Applicable Law and Jurisdiction. This Agreement is made and shall be interpreted and enforced in accordance with the laws of the state in which the Services are to be performed. Customer hereby submits to the personal jurisdiction of the courts of the state and of the United States District Court in such state in which the Services are to be performed and to being sued in such jurisdiction. Section 7.04. Term of Agreement. The term (“Term”) of this Agreement shall commence as of the date on the effective Notice to Proceed and shall end upon final completion of the Services, provided, however, that the warranty obligation set forth in Article 6 shall survive expiration of the Term. Section 7.05. Complete Agreement. This Agreement and the Exhibits attached hereto, together with any documents expressly incorporated herein by reference, shall constitute the entire Agreement between both parties regarding the subject matter hereof. This Agreement may not be amended, modified or terminated except by a writing signed by the parties hereto. Section 7.06. Further Documents. The parties shall timely execute and deliver all documents and perform all further acts that may be reasonably necessary to effectuate the provisions of this Agreement. Section 7.07. Exhibits. The following Exhibits are attached hereto and incorporated herein by this reference: Exhibit A: Payment Schedule Exhibit B: Scope of Services Exhibit C: Description of Premises Master Turnkey Agreement © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 11 of 31 Exhibit D.1: Certificate of Substantial Completion Exhibit D.2: Certificate of Final Completion and Acceptance Section 7.08. Force Majeure. Trane shall not be considered to be in default hereunder when a failure of performance is due to an Event of Force Majeure. An "Event of Force Majeure" shall mean any cause beyond the control of Trane. Without limiting the foregoing, “Event of Force Majeure” includes: acts of God; acts of the public enemy; flood, earthquake, tornado, storm, fire; civil disobedience, labor disputes, labor or material shortages, or sabotage; restraint by court order or public authority (whether valid or invalid), and action or non-action by or inability to obtain or keep in force the necessary governmental authorizations, permits, licenses, certificates or approvals if not caused by the fault of Trane. If Trane is rendered unable to fulfill any of its obligations under this Agreement by reason of an Event of Force Majeure, it shall give prompt written notice of such fact to Customer and Trane’s obligations shall be suspended until removal of the Event of Force Majeure. Section 7.09. Execution and Counterparts. This Agreement and any amendment may be executed by the parties individually or in any combination, in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement and any amendment shall be legally valid and effective through: (i) executing and delivering the paper copy of the document; (ii) transmitting the executed paper copy of the document by electronic mail in portable document format (“.pdf”) or other electronically scanned format; or (iii) creating, generating, sending, receiving or storing by electronic means this Agreement and any amendment, the execution of which is accomplished through use of an electronic process associated with this Agreement, and executed or adopted by a party with the intent to execute this Agreement (i.e. electronic signature). Section 7.10. Severability. If any term or conditions of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, all other terms and conditions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner adverse to any party hereto. Upon any such determination of invalidity, illegality or unenforceability, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in an acceptable manner, to the end that the transactions contemplated by this Agreement are consummated to the extent possible. Section 7.11. Bonds. In no event shall the Performance and Payment bonds cover any energy savings guarantees. Additionally, the bonds shall not cover any warranties beyond one year from completion of the installation. Section 7.12. U.S. Government Work. If the Work is in connection with a U.S. Government contract, Customer certifies that it has provided and will provide current, accurate, and complete information, representations and certifications to all government officials, including but not limited to the contracting officer and officials of the Small Business Administration, on all matters related to the prime contract, including but not limited to all aspects of its ownership, eligibility, and performance. Anything herein notwithstanding, Trane will have no obligations to Customer unless and until Customer provides Trane with a true, correct and complete executed copy of the prime contract. Upon request, Customer will provide copies to Trane of all requested written communications with any government official related to the prime contract prior to or concurrent with the execution thereof, including but not limited to any communications related to Customer's ownership, eligibility or performance of the prime contract. Customer will obtain written authorization and approval from Trane prior to providing any government official any information about Trane's performance of the work that is the subject of this offer or agreement, other than this written offer or agreement. Section 7.13. California Department of Industrial Relations Registration and Record of Wages. 1.1 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 Master Turnkey Agreement © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 12 of 31 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. 1.2 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). 1.3 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. 1.3.1 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. 1.4 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. 1.4.1 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. 1.5 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. 1.6 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. 1.7 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: Master Turnkey Agreement © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 13 of 31 “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. IN WITNESS WHEREOF, the duly authorized representatives of the parties have each executed this Agreement, effective as of the date first above written. Trane U.S. Inc. By: (Signature) (Printed Name) Title: Date: Orange County Sanitation District By: Ryan P. Gallagher, Chair, Board of Directors Kelly A. Lore, Clerk of the Board Kevin Work, Purchasing & Contracts Manager Date: Trane’s state contractor’s license number: 1066318 Trane’s DIR Registration Number: PW-LR- 1000615693 Turnkey Agreement Exhibit A – Payment Schedule © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 14 of 31 Customer will make payments per the schedule of values in the amounts set forth in the following schedule: Base Project Description of Work Scheduled Value Mobilization (14.6%) $401,092.00 Project Development and 30% Engineering $95,725.00 Equipment $912,415.00 Construction Document Engineering $73,693.00 Mechanical Installation $461,514.00 Electrical Installation $268,966.00 Controls Installation $445,407.00 Start-up/Testing $58,726.00 Punchlist & Closeout $28,939.00 Total Project Billing $2,746,477.00 EXHIBIT A Payment Schedule / Schedule of Values Turnkey Agreement Exhibit B – Scope of Services © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 15 of 31 The Services are defined as the following: Scope of Work - Design The mechanical systems will include, mechanical, electrical, plumbing, structural system design, and Title-24 energy calculations. The proposed mechanical design includes the following: • Visit the project site to review existing conditions. • Prepare demolition drawings. • Review new HVAC system replacement options for each building and its requirements. • Provide design of new air handling and condensing units for the following buildings and units: o Operations Center:  MZ-1, CND-1, AHU-1, ACC-1, and HP-T9. o Centrifuge Building  Comm Room AHU-1, Comm Room AHU-2, CU-1, and CU-2. o Bitter Point Pump Station  FC-1 and CU-1. • Review the sizing and selection of the replacement air handler units and all related appurtenances. • Determine points of connection from new units to existing air distribution. • Provide design of supply, return, and relief air distribution to new air handler units. • Coordinate with all other trades required with HVAC replacement. • Provide sequence of operations and points list for new equipment. • Review and balance outside air requirements and operation for new units. • Condensate drain piping design from new HVAC equipment. • Title-24 energy compliance calculations. The proposed electrical design includes the following: • Owner program sessions to obtain electrical design criteria. • Building single line diagrams. • Electrical construction power documents and load calculations. • Coordinate with mechanical engineer for demo plans and new equipment locations • Work with OC San to integrate the new HVAC controls with the BAS network, if available • One site visit for existing conditions research. The proposed structural design includes the following: • Visit the project site to review existing conditions. • Review available structural drawings of the building • Provide structural drawings and calculations for final scope of work CONSTRUCTION DOCUMENTS • Drawings to be in accordance with latest state and local code requirements. • Prepare a 90% complete set of construction drawings for submission to customer for review EXHIBIT B Scope of Services Turnkey Agreement Exhibit B – Scope of Services © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 16 of 31 • Prepare 100% complete set of construction drawings for Customer review and final approval • Prepare supporting documents including: o Engineering calculations o Energy compliance documentation for MEP systems o Mechanical details o Electrical single line o Structural anchoring details Scope of Work – Construction The new equipment installed shall consist of the following: Operations Building • Two (2) new split system replacements consisting of o (1) 30-ton Multi-zone Air Handler and associated condenser  Condenser to have copper fin / copper tube o (1) 20-ton Air Handler and associated condenser  Includes replacement of associated return air fan for system.  Condenser to have copper fin / copper tube • One (1) 4-ton new heat pump Centrifuge Building • Two (2) 3.5-ton new computer room air conditioning units and associated condensers Bitter Point Pump Station • One (1) new split system replacement consisting of o (1) Air Handler and associated condenser Installation Scope of Work • Provide all new equipment listed above o Submittals to be sent to OC Sanitation for approval prior to release of equipment. Changes in submittals / bill of materials could result in potential cost increases to OC Sanitation. • Submit designs for approval o Per Customer direction, plans will be reviewed and approved internally by OC Sanitation. o Customer to provide Trane with all required permitting or approvals prior to the beginning of construction, including any special inspections during construction o Permit costs not included and shall be a direct reimbursable expense to Trane, if any o If any permitting or approval authority requests additional engineering or drawings outside of what Trane is providing for mechanical, electrical, structural, and plumbing those costs shall be extra. Operations Building • Receive, store, transport, and install the following Trane-provided equipment: o (1) 30-ton Huntair air handling unit MZ-1 o (1) 30-ton Trane condensing unit CND-1 o (1) 20-ton Huntair air handling unit AHU-1 o (1) 3-HP Return Air fan serving AHU-1 o (1) 20-ton Trane condensing unit ACC-1 o (1) 4-ton Trane Heat pump HP-T9 and economizer Turnkey Agreement Exhibit B – Scope of Services © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 17 of 31 • Furnish all labor, material and equipment as required to isolate, drain, disconnect, demo, and properly dispose of all existing equipment (salvage rights reserved). • Provide all labor, equipment, crane, rigging, and trucking associated with removal of existing units and setting of new units and associated material. • Provide labor and equipment for temporary cooling of areas served by MZ-1 and AHU-1. o Units to be removed one at a time so that second air handler will not be demolished until first unit is online and operating. o Trane will provide (10) portable AC units to be placed as directed by OC Sanitation. Nearby power outlets required. o Total rental duration will be for one month. • Install new equipment MZ-1, CND-1, AHU-1, RF-1, ACC-1, and HP-T9. o Anchor and support new units as required per structural drawings and manufacturers recommendations.  HP-T9 to be installed on existing adapter curb. o Reconnect existing condensate piping to new units. Extend piping as needed to make connections. o Furnish and install new refrigerant piping and associated appurtenances as required between condensers and air handlers.  Underground piping from MZ-1 to CND-1 to remain. Trane to cut at stub outs from concrete, flush and clean existing piping before connecting new refrigerant piping.  Furnish and install new pipe supports (dura-blok equivalent) for all new piping on roof. o Leak check and testing of refrigerant piping prior to Trane startup. o Furnish and install new ½” Armaflex insulation on refrigerant piping, include aluminum jacketing.  For rooftop piping, paint yellow to match existing conditions. • Existing disconnects to be removed. Existing power wiring to be removed back to source panel. • Furnish and install new feeders from panels to new unit disconnects • Replace breakers as shown on electrical plans. • Furnish and install new fused disconnects (stainless steel enclosures for outdoor units) for MZ-1, CND- 1, AHU-1, RF-1, ACC-1, and HP-T9. • Existing conduit from panel to existing disconnects locations is to remain and will be re-used. Any existing flex/liquid tight is to be removed and replaced with new. • Disconnect control wiring between condensers and air handlers. Install new wiring per manufacturers’ recommendation. Existing conduit to be re-used. • Energize, test, and confirm phasing of all new feeders prior to unit start-up. • Install identification placards on all new equipment identifying unit tags per plans or per customer direction. • Charge new systems with refrigerant. • Startup and verify operation of new systems. • Air balancing of entire MZ-1 and AH-1 system. Provide pre and post air balance report. o Take pre-construction readings at all supply diffusers/grilles being served by existing unit o Document any discrepancies from design air flow and any related system deficiencies for the Customer to repair. o Take post-construction readings and air balance new system to match original design values as close as possible. It is understood that downstream system age may not allow for original design values to be met. Any mechanical upgrades or repairs will be quoted separately. o Design values at diffusers are based on existing plans provided by OC Sanitation. • Disconnect fire alarm wiring from existing units and reconnect to new units. Test smoke detector in the space to confirm unit shutdown is initiated. *See Project Assumptions / Exclusions for clarification Turnkey Agreement Exhibit B – Scope of Services © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 18 of 31 Centrifuge Building • Receive, store, transport, and install the following Trane-provided equipment: o (2) 3.5-ton Stulz CRAC unit o (2) 3.5 ton Stulz outdoor condensers • Furnish all labor, material and equipment as required to isolate, drain, disconnect, demo, and properly dispose of all existing equipment (salvage rights reserved). • Provide all labor, equipment, crane, rigging and trucking associated with removal of existing units and setting of new units and associated material. o Per Customer direction, we will utilize OC Sanitation’s crane situated inside the Centrifuge building for rigging indoor units. • Install new equipment Comm Room AHU-1, Comm Room AHU-2, CU-1, and CU-2 o Anchor and support new units as required per structural drawings and manufacturers recommendations.  Indoor units will be provided with new floor stands.  Outdoor condensers to utilize existing frame. o Reconnect existing condensate piping to new units. Extend piping as needed to make connections. o Furnish and install new refrigerant piping and associated appurtenances as required between condensers and air handlers.  Furnish and install new pipe supports (dura-blok equivalent) for all new piping on roof. o Leak check and testing of refrigerant piping prior to Trane startup. o Furnish and install new ½” Armaflex insulation on refrigerant piping, include aluminum jacketing. • Existing power wiring to be removed back to source panel. • Furnish and install new feeders from panels to new units per plans and specifications. • Replace breakers as shown on electrical plans. o Units are fed from MCC-SHM. o AHU-1 and AHU-2 require new 30A breakers. CU-1 and CU-2 require new 15A breakers. • Existing conduit from panel to existing disconnects locations to be re-used. Any existing flex/liquid tight is to be removed and replaced with new. • Disconnect control wiring between condensers and air handlers. Install new wiring per manufacturers’ recommendation. Existing conduit to be re-used. • Energize, test, and confirm phasing of all new feeders prior to unit start-up. • Replace existing room thermostat with new standalone thermostat (local control only). • Charge new systems with refrigerant • Install identification placards on all new equipment identifying unit tags per plans or per customer direction. • Startup and verify operation of new systems. Bitter Point Pump Station • Receive, store, transport, and install the following Trane-provided equipment: o (1) 10-ton Trane air handling unit o (1) 10-ton Trane outdoor condenser • Furnish all labor, material and equipment as required to isolate, drain, disconnect, demo, and properly dispose of all existing equipment (salvage rights reserved). • Provide all labor, equipment, crane, rigging and trucking associated with removal of existing units and setting of new units and associated material. • Provide labor and equipment for temporary cooling of electrical room served by system. Turnkey Agreement Exhibit B – Scope of Services © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 19 of 31 o Trane will provide (3) portable AC units to be placed as directed by OC Sanitation. Nearby power outlets required. o Total rental duration will be for one month. • Install new equipment FC-1 and CU-1. o Anchor and support new units as required per structural drawings and manufacturers recommendations.  Air handling unit to utilize existing hangers per plans. o Reconnect condensate piping to new units. Extend piping as needed to make connections. o Furnish and install new refrigerant piping and associated appurtenances as required between condensers and air handlers. o Leak check and testing of refrigerant piping prior to Trane startup. o Furnish and install new ½” Armaflex insulation on refrigerant piping, include aluminum jacketing. • Existing disconnects to be removed. Existing power wiring to be removed back to source panel. • Furnish and install new feeders from panels to new unit disconnects per plans and specifications. • Replace breakers as shown on electrical plans. o AHU-1 requires 15A breaker, CND-1 requires 25A breaker. • Furnish and install new fused disconnects (stainless steel enclosure for outdoor unit) for AHU-1 and CND-1. • Existing conduit from panel to existing disconnects locations to be re-used. Any existing flex/liquid tight is to be removed and replaced with new. • Disconnect control wiring between condensers and air handlers. Install new wiring per manufacturers’ recommendation. Existing conduit to be re-used. • Energize, test, and confirm phasing of all new feeders prior to unit start-up. • Charge new system with refrigerant • Install identification placards on all new equipment identifying unit tags per plans or per customer direction. • Startup and verify operation of new systems. Commissioning • Trane to provide the following Commissioning related activities as it relates to the newly installed equipment. Pre-ORT (Operational Readiness Test) • Check units for proper wiring, unit labeling, voltage, phasing, low voltage connection (if applicable), anchorage, factory packaging removal, unit condition, visual inspection • Trane to create checkbox form for the above activities, pass / fail, for each new piece of HVAC equipment COPI (Certificate of Proper Installation) • Trane shall issue memo on Trane letterhead stating that new HVAC equipment was installed per design documents ORT (Operational Readiness Test) • Trane to complete pre-startup checklist for each new piece of HVAC equipment • If any SCADA wiring or fire/smoke control wiring was disconnected or modified in any way, Trane will assist OC Sanitation is testing those wires for proper functionality FAT (Functional Acceptance Test) • Perform startup of each piece of new HVAC equipment • Complete startup logs for each new piece of HVAC equipment on Trane forms • Provide pre and post air balancing / TAB reports for equipment that has been replaced Turnkey Agreement Exhibit B – Scope of Services © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 20 of 31 COPO (Certificate of Proper Operation) • Trane shall issue memo on Trane letterhead stating that new HVAC equipment has operated under full load conditions, and is operating properly RAT (Reliability Acceptance Test) • Demonstrate to OC Sanitation District that newly installed HVAC equipment will operate continuously for a duration of seven calendar days as intended • Document the successful completion of seven continuous days of operation and issue memo on Trane letterhead that the RAT has been completed • If issues arise during the RAT seven-day period, make corrections, and re-start the process General Project Inclusions • Project management included for a turnkey installation by Trane. • 8 Hours of owner Training included, per building (24 total) • Startup and testing of all new equipment and commissioning as noted above. • 1st year parts and labor warranty included on entire project. • Epoxy coating services included: o Trane outdoor condensers and heat pump  Industrial / Severe Coating Package by Protecall (costs included in this proposal)  Condenser and Evaporator Coil Coating with Energy Guard  Bare Metal Primed and Interior and Exterior Cabinet Coated with Two Coats of Ameron PSX-700  Replacement Stainless Steel Screws on all Access Panels o Indoor Air Handlers  Evaporator Coil Coating with Energy Guard o Note: Stulz indoor units are not coated and outdoor condensers to be provided with electrofin coil coating to match existing selections. • Air balance included at the unit level for in scope equipment unless otherwise noted above. • All Unistrut, nuts, bolts, parts, appurtenances, misc metals, ducting, shall be 316 stainless steel when feasible. Trane will specify in submittals what is included as stainless steel and what is not due to availability/feasibility. Scope of Work – Controls Operations Building Front-End System Controller & Workstation System Controller (SC+) Front-End & Workstation • Furnish, install and program SC+ in electric room, including the following: o Panel o Transformer o 120 vac power from same room o Run ethernet communication wire with required conduit/pathway to workstation located in control room • Furnish, install and startup workstation in collaboration with customer IT in control room • Configure SC+ Turnkey Agreement Exhibit B – Scope of Services © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 21 of 31 o Synchrony Software License o Point Mapping o Sequence of Operation o 3D Equipment and Floor Graphics o Schedules o Alarms o Alarm Notifications o Trends o User Profiles AHU-1 Huntair Air Handler with Trane Condensing Unit Controls • Remove existing controllers and control points. o Existing control points being monitored and controlled to be documented prior to removal. • Furnish, install and program UC600/Symbio500 with required XM modules to replace existing control system, including the following: o Panel o Transformer o Power from same room o Run BACnet MSTP communication wire with required conduit/pathway to SC+ • Furnish, install and map points for the following control points with required wiring/tubing and conduit/pathway to UC600/Symbio500/XM: o Basement Wired space temperature sensor with display o 1st Floor Wired space temperature sensor with display o Basement Space Static Pressure Sensor o 1st Floor Space Static Pressure o Supply Static Pressure o Supply Fan Start/Stop o Supply Fan Speed o Supply Fan Status o Return Fan Start/Stop o Return Fan Speed o Return Fan Status o Pre-Air Filter Differential Pressure o Final-Air Filter Differential Pressure o DX Cooling Command o Supply Air Temperature o Economizer Damper Actuator Command (3 Actuators) o Economizer Damper Actuator Feedback (3 Actuators) o Outside Air Temperature or Enthalpy o Return Air Temperature or Enthalpy o Mixed Air Temperature or Enthalpy o Condensing Unit Cooling Command o Condensing Unit Status o Condensate Overflow Switch • Run BACnet MSTP communication wire with required conduit/pathway from condensing unit factory controller to SC+ o Map Points • Run BACnet MSTP or IP communication wire with required conduit/pathway from VFD to SC+ o Map Points Turnkey Agreement Exhibit B – Scope of Services © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 22 of 31 MZ-1 Huntair Multi-Zoner Air Handler with Trane Condensing Unit Controls, Boiler Controls • Remove existing controllers and control points • Furnish, install and program UC600/Symbio500 with required XM modules to replace existing control system, including the following: o Panel o Transformer o Power from same room o Run BACnet MSTP communication wire with required conduit/pathway to SC+ • Furnish, install and map points for the following control points with required wiring/tubing and conduit/pathway to UC600/Symbio500/XM: o (6) Space Wired space temperature sensor with display o (6) Zone Damper Actuators o (6) Space Static Pressure Sensor o (2) Supply Static Pressure o (2) Supply Fan Start/Stop o (2) Supply Fan Speed o (2) Supply Fan Status o (2) Backdraft Damper Actuators o Pre-Air Filter Differential Pressure o Final-Air Filter Differential Pressure o DX Cooling Command o Heating Valve Command o Hot Water Supply Temperature o Supply Air Temperature o Economizer Damper Actuator Command (3 Actuators) o Economizer Damper Actuator Feedback (3 Actuators) o Outside Air Temperature or Enthalpy o Return Air Temperature or Enthalpy o Mixed Air Temperature or Enthalpy o Condensing Unit Command o Condensing Unit Status o Condensate Overflow Switch • Run BACnet MSTP communication wire with required conduit/pathway from condensing unit factory controller to SC+ o Map Points • Run BACnet MSTP or IP communication wire with required conduit/pathway from VFD to SC+ o Map Points • Boiler Control Points o Furnish, install and map the following control points with required wiring and conduit/pathway to UC600/Symbio500 Control Panel:  Boiler Start/Stop  Boiler Status  Boiler Alarm  Hot Water Pump Start/Stop  Hot Water Pump Status  Hot Water Supply Temperature  Hot Water Return Temperature Turnkey Agreement Exhibit B – Scope of Services © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 23 of 31 HP-T9 Trane Heat Pump Controls • Remove existing controllers and control points • Furnish, install and program Symbio500 inside building to replace existing control system, including the following: o NEMA 1 Panel o Transformer o Power from same room o Run BACnet MSTP communication wire with required conduit/pathway to SC+ • Furnish, install and map points for the following control points with required wiring/tubing and conduit/pathway to Symbio500: o (1) Wired space temperature sensor with display o (1) Wired space CO2 sensor with display o Supply Fan Start/Stop o Supply Fan Status o Supply Fan Speed o Supply Static Pressure o Supply Air Temperature o Economizer Damper Actuator Command (Actuators with feedback factory installed) o Economizer Damper Actuator Feedback (Actuators with feedback factory installed) o Outside Air Temperature or Enthalpy o Return Air Temperature or Enthalpy o Mixed Air Temperature or Enthalpy o Cooling Command o Heating Command o Air Filter Differential Pressure • SCADA Clarification – Trane understands per direction of OC San that there is no SCADA connection existing or required for this Ops Building, therefore all SCADA work is excluded. Centrifuge Building • No Trane Controls scope included for Centrifuge Building Bitter Point Pump Station Front-End System Controller & Workstation • Furnish, install and program SC+ in electric room, including the following: o Panel o Transformer o 120 vac power from same room o Run ethernet communication wire with required conduit/pathway to workstation located in control room • Furnish, install and startup workstation in collaboration with customer IT in control room • Configure SC+ o Synchrony Software License o Point Mapping o Sequence of Operation o 3D Equipment and Floor Graphics o Schedules Turnkey Agreement Exhibit B – Scope of Services © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 24 of 31 o Alarms o Alarm Notifications o Trends o User Profiles FC-1 Trane Air Handler with Trane Condensing Unit Controls • Remove existing controllers and control points • Furnish, install and program UC600/Symbio500 with required XM modules to replace existing control system, including the following: o Panel o Transformer o Power from same room o Run BACnet MSTP communication wire with required conduit/pathway to SC+ • Furnish, install and map points for the following control points with required wiring/tubing and conduit/pathway to UC600/Symbio500/XM: o Wired space temperature sensor with display o Space Static Pressure Sensor o Supply Static Pressure o (2) Supply Fan Start/Stop o (2) Supply Fan Speed o (2) Supply Fan Status o Air Filter Differential Pressure o Cooling Command o Heating Command o Supply Air Temperature o Economizer Damper Actuator Command (3 Actuators) o Economizer Damper Actuator Feedback (3 Actuators) o Outside Air Temperature or Enthalpy o Return Air Temperature or Enthalpy o Mixed Air Temperature or Enthalpy o Condensing Unit Cooling Command o Condensing Unit Heating Command o Condensing Unit Status o Condensate Overflow Switch • Run BACnet MSTP or IP communication wire with required conduit/pathway from condensing unit factory controller to SC+ o Map Points • Run BACnet MSTP or IP communication wire with required conduit/pathway from VFD to SC+ o Map Points • SCADA Clarification – Trane will provide up to 16 hours of SCADA control integration assistance for Bitterpoint Pump Station. If additional hardware is required, those costs are not included and shall be extra or provided by OC Sanitation. All SCADA side wiring, terminations, programming, and integration by OC Sanitation. Turnkey Agreement Exhibit B – Scope of Services © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 25 of 31 Controls Services Included • Initial Onsite Scope of Work Verification • Project Management • As-Built Control Drawings • Owner Operational Training (Up to 16 hours) • Commissioning Support as indicated in Commissioning scope above. Controls Specific Clarifications • Workstation cost shall not exceed $2,500 each. • Workstation shall be setup with support from customer IT. • Customer to land all wires for SCADA system, and Customer perform all programming / integration of SCADA system • Assumption is that there are no existing safety hazards (i.e Asbestos). • Existing wiring, conduit, wiring pathways, panels and end devices will be re-used as much as possible. • All existing wiring, end devices and equipment are assumed to be in good working order. Repair or replacement of any existing devices or equipment is not included in the pricing. • All existing mechanical equipment assumed to be in good working order • Any pre-existing design or known issues related to equipment, hydronics or balancing will not be addressed or fixed as part of this controls upgrade. • Any items that are required to be repaired or replaced and not noted in scope shall incur additional cost. • Proposal based on EMT conduit with location rated fittings and plenum rated cable. • All equipment shall be accessible. • It is assumed each SC+/workstation shall be standalone and not tied to network. Integration to existing/other building/campus management system is excluded. • Trane requires (1) IP address for each SC+ panel. Controls Specific Exclusions • Furnishing or installation of VFDs, motor starters, etc. • Demolition of existing equipment, unless otherwise specified. • Demo of pneumatic airlines back to main source is not included. • Permits and upgrades to meet current code • Removing and/or moving obstructions part of separate systems (i.e. Conduit) near the valve replacements • Parking and storage fees • Furnish or installation of smoke detectors, fire smoke dampers, etc. • Custom, floorplan, or equipment graphics other than what is called out above • Furnish, install, wire or terminate any panels/devices related any systems not explicitly called out above, including (but not limited to): other controllers or control panels, smoke control systems, fire- life safety systems, lighting control systems, power and/or energy monitoring, security, tenant billing systems, UPS, etc. • Roof Penetration, Coring, Painting, Patching beyond what is required to complete Trane scope of work. • Water balancing • 3rd Party or Title 24 Commissioning • Permits, fees or bonds. • Asbestos or Hazardous Material Abatement. Turnkey Agreement Exhibit B – Scope of Services © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 26 of 31 Project Assumptions / Exclusions • Temporary cooling or heating equipment not included beyond what is included in the scope above. • Additional engineering or studies requested by owner, permitting or approval authority not included above what Trane is providing for mechanical, electrical, structural and plumbing engineering and design. • New roofing, roof patching, roof repair is excluded. • We assume roof drains are installed per code, no modification to roof drains included. • Structural engineering is included to assure proper support for new equipment. o Structural upgrades and seismic upgrades to the buildings are excluded. • Electrical service upgrades are excluded. Electrical design is based on nameplate data and single line documentation provided by the customer and is assumed this information is accurate. Trane to verify existing infrastructure (conduit size, feeders, breaker sizes) prior to construction. • Excludes all concrete scope associated with Operations Building underground refrigerant piping replacement • Excludes all refrigerant monitoring scope associated with Operations Building AHU/Boiler shutdown • All work dealing with waterproofing, dehumidifiers, sealing conduit pathways, is excluded. • All work dealing with fire life safety systems, fire sprinkler systems, and smoke evacuation systems is excluded, other than: o Disconnect fire alarm wiring from existing units and reconnect to new units. Test smoke detector in the space to confirm unit shutdown is initiated. o No work dealing with fire smoke dampers included as these systems interact with the Fire System and do not communicate directly with the HVAC controls. • Air balancing at the unit level included for new equipment other than stated scope for Operations Building. • OC San shall provide location for TRANE's onsite storage. • TRANE’s staging area(s) and storage facility(ies) located on the OC San premises shall have full perimeter chain link fencing. The chain-link fence shall be made and installed in accordance with SSPWC sections 206-6 and 304-3, except: it shall be portable, installed without making holes or otherwise disturbing, the underlying surfaces. The fence shall be galvanized steel; six (6) feet in height minimum unless specified otherwise elsewhere in the Contract Documents. Barbed wire shall not be required. TRANE shall provide and maintain temporary sanitary facilities and enclosures for use by construction personnel. TRANE shall not use permanent sanitary facilities unless accepted by OC San. • Third Party review, testing, special inspection fees, deputy inspector fees, or third-party commissioning of new systems is not included. • Breaker coordination studies are excluded. • Asbestos or Hazardous Material Abatement excluded. • Replacement of upgrade of any existing non-code compliant systems is excluded. • ADA requirements excluded. • Customer to coordinate all shutdowns and lifts with Trane’s schedule. • Building permit fees, Plan check fees, Assessments, Taxes applicable to the development of property, Utility connection fees and Usage fees, AQMD permitting and/or Fees, SCE fees and Excess cable charges are excluded. • Builders Risk (including flood and seismic insurance and Deductible) is excluded. • Any items not specifically listed as scope of work is not included. • We assume there will be no other work going on that will affect the timing or sequence of our installation. • Liquidated or Consequential Damages not included. • Demurrage or Storage Charges not included. • Trane to retain salvage rights of all removed equipment and materials, if applicable. TRANE shall remove from the site and legally dispose of removed equipment and materials at TRANE’s expense. Turnkey Agreement Exhibit B – Scope of Services © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 27 of 31 • Temporary power or Trane provided utilities are excluded. We assume use of customer electrical, and water for construction. • Equipment view screens are excluded. • Architectural drawings and line of sight drawings are excluded. • Changes to equipment during submittal phase that result in cost increase to Trane shall be a change order. • Trane to allow for 20 working days for OC Sanitation to review and provide any comments on submittals. Any delays in submittal approvals beyond that time period that cause price increases, change in equipment model or type, could result in cost increases to OC Sanitation. • Commissioning support limited to activities described in the Commissioning scope section. • TRANE shall attend the following meetings at a minimum: o Joint design submittal review meetings  (2) two-hour o Pre-Construction o Schedule o Submittal o Bi-Weekly Progress o Safety o Commissioning o Job Hazard Analysis, if required o Other meetings as required by OC San • Design submittals shall be submitted electronically for review in PDF format. PDF files shall be searchable. • Submittals shall be accompanied by a dedicated transmittal signed by TRANE. • Shop drawing submittals shall contain sufficient storage, installation, operation and maintenance information to allow the ENGINEER to confirm compliance with the manufacturer’s recommendations during the storage, installation, startup and testing of the equipment. Such information shall also be sufficient for review of the equipment regarding operation and maintenance requirements for the equipment after it is in service. • Shop drawing submittals for all equipment requiring maintenance or consumables shall include a manufacturer’s recommended spare parts list. • Within twenty-five (25) calendar days after receipt of a shop drawing submittal, the OC San ENGINEER will return comments, if any, to the CONTRACTOR Turnkey Agreement Exhibit B – Scope of Services © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 28 of 31 Notes & Clarifications 1. Applicable taxes are included. 2. Any service not listed is not included. 3. A working day shall be Monday though Friday, and shall be between 7:00 a.m. and 3:30 p.m., unless otherwise accepted by OC San in writing. The written request for an alternative work schedule is required at least forty-five (45) days in advance. Any granted alternative work schedule may be revoked, should it become problematic for the Public/OC SAN to continue to accommodate. On occasion, but without guarantee, OC SAN may grant the CONTRACTOR’s request for a temporary alternative work schedule. 4. Payment and Performance bond included. 5. Omnia Contract number 3341, Omnia Quote number W2-e7HAAS-23-001 Financial items not included • Bid Bond • Liquidated or Consequential Damages • Demurrage or Storage Charges • Participation in OCIOP or CCIP Insurance Programs Turnkey Agreement Exhibit C – Description of Premises © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 29 of 31 The Premises are described as follows: OC Sanitation District P2 Operations Building Centrifuge Building Bitterpoint Pump Station EXHIBIT C Description of Premises Turnkey Agreement Exhibit D.1 – Substantial Completion © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 30 of 31 Certificate of Substantial Completion {Customer & project name} Trane Project No.: Date Certificate Submitted to Customer: The Services performed pursuant to the Turnkey Agreement (“Agreement”), by and between Trane U.S. Inc. (“Trane”), and (“Customer”), dated as of , have been inspected by Customer, have been determined to be substantially complete and Customer accepts the same in accordance with the terms of the Agreement. The Date of Substantial Completion is: Punch list items are listed on the attached, together with the date such items are to be completed. The Warranty Period, pursuant to Article 6 of the Agreement, commences as of the date of Substantial Completion or the earlier dates stated below with respect to the following corresponding equipment or work: Services: Description of Equipment or Work Warranty Commencement Date Trane U.S. Inc. By: (Signature) (Printed Name) Title: Date: (Customer) By: (Signature) (Printed Name) Title: Date: EXHIBIT D.1 Certificate of Substantial Completion Turnkey Agreement Exhibit D.2 – Final Completion © 2020 Trane Technologies All rights reserved Turnkey Agmt Page 31 of 31 Certificate of Final Completion and Acceptance {Customer & project name} Trane Project No.: Date Certificate Submitted to Customer: The Services performed pursuant to the Turnkey Agreement (the “Agreement”), by and between (“Customer”) and Trane U.S. Inc., dated as of , has been inspected by the undersigned Customer and have been determined to be finally complete. The Date of Final Completion and Acceptance is hereby established as the earlier of (i) the date Customer executes this Certificate, as noted below, or (ii) fourteen (14) calendar days after the date noted above as the date this Certificate is submitted to Customer. Trane U.S. Inc. By: (Signature) (Printed Name) Title: Date: (Customer) By: (Signature) (Printed Name) Title: Date: EXHIBIT D.2 Certificate of Final Completion OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4047 Agenda Date:2/5/2025 Agenda Item No:9. FROM:Robert Thompson, General Manager Originator: Wally Ritchie, Director of Finance SUBJECT: MID-YEAR FINANCIAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 2024 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Information Item. BACKGROUND Included in the forthcoming report are the following mid-year financial reports for the period ended December 31, 2024: ·Mid-Year Budget Review The Budget Review Summary provides the Directors,staff,and general public with a comprehensive overview of the mid-year financial results of the Orange County Sanitation District (OC San) for the period ended December 31, 2024. ·Mid-Year Treasurer’s Report This section reports on financial portfolio performance with respect to OC San’s funds.Both Long-Term and Liquid Operating Monies Portfolios are summarized.The report also contains information on the U.S.and global economic outlook from OC San’s investment manager, Chandler Asset Management. ·Mid-Year Certificates of Participation (COP) Report The report includes a summary of each outstanding debt issuance and a chart illustrating the various fixed interest rates of OC San’s eight debt issues. RELEVANT STANDARDS ·Quarterly financial reporting ADDITIONAL INFORMATION Staff will present an overview of the mid-year budget review to both the Operations Committee and Administration Committee. Orange County Sanitation District Printed on 1/28/2025Page 1 of 2 powered by Legistar™ File #:2025-4047 Agenda Date:2/5/2025 Agenda Item No:9. CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Presentation Orange County Sanitation District Printed on 1/28/2025Page 2 of 2 powered by Legistar™ 1/29/2025 1 Mid-Year Financial Report Presented by Ruth Zintzun, Finance Manager Operations Committee February 5, 2025 2 Budget Cycle July December June FY 2024-25 Budget Effective Mid Year Financial Report End of FY 2024-25 1 2 1/29/2025 2 3 Revenue Fees and Charges $384 Property Taxes $118 Other $30 FY 2024-25 Budget (Millions) Fees and Charges $178 Property Taxes $52 Other $23 Actuals through 12/31/2024 (Millions) 48% 4 Operating Budget FY 2024-25 Budget (Millions) $233$0 $112 48.1% 3 4 1/29/2025 3 5 Operating Detail $- $5 $10 $15 $20 $25 $30 $35 Mi l l i o n s 49% Chemicals Utilities Repairs and Maintenance 47% 55% 6 Capital Improvement Program $0 $50 $100 $150 $200 $250 FY 2024-25 Budget Actuals through 12/31/2024 Mi l l i o n s 5 6 1/29/2025 4 7 Outstanding Debt $- $100 $200 $300 $400 $500 $600 $700 Mi l l i o n s 8 •Continue to monitor monthly actuals •Adjust operations where possible •Incorporate in upcoming budget update where applicable Next Steps 7 8 1/29/2025 5 Questions? 9 9 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.