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Home My WebLink About03-26-2025 Board Meeting Complete Agenda Packet SPECIAL NOTICE PUBLIC ATTENDANCE & PARTICIPATION AT PUBLIC MEETINGS Board of Directors Meeting Wednesday, March 26, 2025 6:00 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: Join the meeting now 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: 236 761 350# 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! March 19, 2025 NOTICE OF REGULAR MEETING BOARD OF DIRECTORS ORANGE COUNTY SANITATION DISTRICT Wednesday, March 26, 2025 – 6:00 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 Board of Directors of the Orange County Sanitation District will be held at the above location and in the manner indicated on Wednesday, March 26, 2025 at 6:00 p.m. BOARD MEETING DATES April 16, 2025 – Strategic Planning Part 2 April 23, 2025 May 28, 2025 June 25, 2025 July 23, 2025 August 27, 2025 September 24, 2025 October 22, 2025 November 19, 2025 * December 17, 2025 * January 28, 2026 February 25, 2026 March 25, 2026 * Meeting will be held on the third Wednesday of the month ORANGE COUNTY SANITATION DISTRICT Effective 2/11/2025 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 Janet Nguyen BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, March 26, 2025 - 6:00 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 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, March 26, 2025 CALL TO ORDER Board Chairman Ryan Gallagher INVOCATION AND PLEDGE OF ALLEGIANCE Director Glenn Grandis, City of Fountain Valley 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. SPECIAL PRESENTATIONS: 1.2025-4179EMPLOYEE SERVICE AWARDS 20-year Service Award Michael Bolster, Maintenance Specialist - Division 821 Originator:Kelly Lore REPORTS: The Board Chairperson and the General Manager may present verbal reports on miscellaneous matters of general interest to the Directors. These reports are for information only and require no action by the Directors. CONSENT CALENDAR: Consent Calendar Items are considered to be routine and will be enacted, by the Board of Directors, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 2.2025-4181APPROVAL OF MINUTES RECOMMENDATION: Approve minutes of the Special meeting of the Board of Directors held February 19, 2025; and the Regular meeting of the Board of Directors held February 26, 2025. Originator:Kelly Lore Page 1 of 10 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, March 26, 2025 Agenda Report 02-19-2025 Special Board of Directors Meeting Minutes 02-26-2025 Board of Directors Meeting Minutes Attachments: RECEIVE AND FILE: 3.2024-3830REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF FEBRUARY 2025 RECOMMENDATION: Receive and file the following: Report of the Investment Transactions for the month of February 2025. Originator:Wally Ritchie Agenda Report Report of the Investment Transactions - February 2025 Attachments: 4.2025-4032COMMITTEE MEETING MINUTES RECOMMENDATION: Receive and file the following: A. Minutes of the Steering Committee Meeting held January 22, 2025 B. Minutes of the Operations Committee Meeting held February 5, 2025 C. Minutes of the Administration Committee Meeting held February 12, 2025 Originator:Kelly Lore Agenda Report 01-22-2025 Steering Committee Meeting Minutes 02-05-2025 Operations Committee Meeting Minutes 02-12-2025 Administration Committee Meeting Minutes Attachments: OPERATIONS COMMITTEE: 5.2025-4154BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1, PROJECT NO. FR1-0022 RECOMMENDATION: A. Receive and file Bid Tabulation and Recommendation for Back-up Power for Laboratory Equipment at Plant No. 1, Project No. FR1-0022; B. Award a Construction Contract Agreement to LEED Electric, Inc., for Back-up Power for Laboratory Equipment at Plant No. 1, Project No. FR1-0022, for a total amount not to exceed $133,000; and C. Approve a contingency of $13,300 (10%). Page 2 of 10 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, March 26, 2025 Originator:Mike Dorman Agenda Report FR1-0022 Construction Contract Agreement Attachments: 6.2025-4155DIGITAL ASSET MANAGEMENT STUDY, PROJECT NO. PS23-04 RECOMMENDATION: A. Approve a Professional Services Agreement with Black & Veatch Corporation to provide engineering services for the Digital Asset Management Study, Project No. PS23-04, for an amount not to exceed $799,917; and B. Approve a contingency of $79,992 (10%). Originator:Mike Dorman Agenda Report PS23-04 Professional Services Agreement Attachments: 7.2025-4156ON-CALL COATING INSPECTION AND CORROSION TESTING SERVICES FOR ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS, PSA 2025-001 RECOMMENDATION: Approve Professional Services Agreements to provide on-call Coating Inspection and Corrosion Testing Services for Orange County Sanitation District’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-001, for a three-year period commencing May 1, 2025, through April 30, 2028, with two one-year renewal options, for an amount not to exceed $500,000 per individual agreement ($1,500,000 total) with the following three firms: ·Corrpro Companies, Inc. ·Diversified Project Services International, Inc. ·TKE Engineering, Inc. Originator:Mike Dorman Agenda Report PSA2025-001 PSA - Corrpro Companies PSA2025-001 PSA - DPSI PSA2025-001 PSA - TKE Engineering Attachments: Page 3 of 10 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, March 26, 2025 8.2025-4157ON-CALL SURVEYING SERVICES FOR ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS, PSA2025-002 RECOMMENDATION: Approve Professional Services Agreements to provide on-call Surveying Services for Orange County Sanitation District’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-002, for a three-year period commencing May 1, 2025, through April 30, 2028, with two one-year renewal options, for an amount not to exceed $500,000 per individual agreement ($2,000,000 total) with the following four firms: ·Michael Baker International, Inc. ·Psomas ·Stantec Consulting Services Inc. ·D. Woolley & Associates, Inc. Originator:Mike Dorman Agenda Report PSA2025-002 PSA - Michael Baker PSA2025-002 PSA - Psomas PSA2025-002 PSA - Stantec PSA2025-002 PSA - D. Woolley Attachments: 9.2025-4158ON-CALL MATERIALS TESTING, INSPECTION, AND OTHER GEOTECHNICAL TESTING SERVICES FOR ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS, PSA2025-003 RECOMMENDATION: Approve Professional Services Agreements to provide on-call Materials Testing, Inspection, and Other Geotechnical Testing Services for Orange County Sanitation District’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-003, for a three-year period commencing May 1, 2025, through April 30, 2028, with two one-year renewal options, for an amount not to exceed $750,000 per individual agreement ($3,000,000 total) with the following four firms: ·Kleinfelder, Inc. ·Barnett Quality Control Services, Inc. dba NOVA Services, Inc. ·Ninyo & Moore Geotechnical & Environmental Sciences Consultants ·Atlas Technical Consultants LLC Page 4 of 10 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, March 26, 2025 Originator:Mike Dorman Agenda Report PSA2025-003 PSA - Kleinfelder PSA2025-003 PSA - NOVA Services PSA2025-003 PSA - Ninyo & Moore PSA2025-003 PSA - Atlas Attachments: 10.2025-4159REDHILL RELIEF SEWER RELOCATION AT STATE ROUTE 55, PROJECT NO. FE18-13 RECOMMENDATION: Approve a construction contingency increase of $531,120 (24%) to the existing Construction Contract with SRK Engineering, Inc. for Redhill Relief Sewer Relocation at State Route 55, Project No. FE18-13, for a total contract amount not to exceed $2,213,000 and a new total construction contingency of $1,327,800 (60%), with all costs to be reimbursed by the Orange County Transportation Authority. Originator:Mike Dorman Agenda ReportAttachments: 11.2025-4160HAZARDOUS WASTE DISPOSAL SERVICES, SPECIFICATION NO. S-2022-1304BD RECOMMENDATION: A. Approve a contingency increase of $220,905 (64%), to the existing General Services Contract with Clean Harbors Environmental Services, Inc., for Hazardous Waste Disposal Services, Specification No. S-2022-1304BD, for a total contract amount not to exceed $345,165 and a new total contingency amount of $255,421 (74%); and B. Approve an increase of $250,000 per year for a new contract total amount not to exceed $595,165 per year for the remaining two (2) one-year contract renewals options; and maintain the approved annual contingency of $34,516. Originator:Riaz Moinuddin Agenda ReportAttachments: 12.2025-4161SOLID WASTE HAULING SERVICES, SPECIFICATION NO. S-2024-647BD RECOMMENDATION: A. Approve General Services Contracts to two contractors: Roll Off Solutions, Inc. and Synagro-West, LLC to collect and haul Orange County Sanitation District’s Page 5 of 10 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, March 26, 2025 solid waste from Reclamation Plants Nos. 1 and 2 to the various disposal facilities, Specification No. S-2024-647BD, each for a three (3) year period, effective July 1, 2025 through June 30, 2028, for a total amount not to exceed $2,130,000 per contract that includes the unit prices per ton for solid waste hauling and annual CPI (consumer price index) adjustment; B. Approve two (2) optional one-year renewals for $710,000 per year per contract; and C. Approve a 10% contingency per contract on an annual basis. Originator:Lan Wiborg Agenda Report General Services Contract S-2024-647BD - Roll Off Solutions, Inc. General Services Contract S-2024-647BD - Synagro West, LLC Attachments: ADMINISTRATION COMMITTEE: 13.2025-4196FLEET VEHICLE REPLACEMENT PURCHASES RECOMMENDATION: Delegate to the General Manager and Purchasing Manager the authority to purchase new and replacement vehicles during the fiscal year, not to exceed the previously Board-approved amount of $859,827, utilizing the method of procurement determined by the General Manager to be in the best interest of OC San, to include cooperative contract, competitive solicitation, or sole source purchase. Originator:Lorenzo Tyner Agenda ReportAttachments: 14.2025-4197CASA STATEWIDE POOLED EMISSIONS STUDY RECOMMENDATION: A. Approve the Memorandum of Agreement (MOA) between Orange County Sanitation District and California Association of Sanitation Agencies for CY 2025-2029 to complete the Statewide Wastewater Air Toxics Pooled Emissions Study (Study); and B. Approve funding for a total amount not to exceed $800,000. Originator:Lan Wiborg Agenda Report MOA - Pooled Emissions Study Attachments: Page 6 of 10 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, March 26, 2025 15.2025-4198LEGISLATIVE AFFAIRS UPDATE FOR THE MONTH OF FEBRUARY 2025 RECOMMENDATION: Receive and file the Legislative Affairs Update for the month of February 2025. Originator:Jennifer Cabral Agenda Report Federal Legislative Update Federal Matrix State Legislative Update State Matrix Local Legislative Update Presentation - Federal Update Attachments: 16.2025-4199HEADQUARTERS EDUCATIONAL DISPLAY RECOMMENDATION: Approve the design recommendations for the Headquarters Educational Display. Originator:Jennifer Cabral Agenda Report Presentation - HQ Educational Display Attachments: 17.2025-4200PUBLIC AFFAIRS UPDATE FOR THE MONTH OF FEBRUARY 2025 RECOMMENDATION: Receive and file the Public Affairs Update for the month of February 2025. Originator:Jennifer Cabral Agenda Report Outreach and Media Report for February 2025 Presentation - PAO Update Attachments: 18.2025-4201UNIFORM AND JANITORIAL ARTICLES RENTAL SERVICE RECOMMENDATION: A. Approve Amendment No. 2 to the existing service contract to Cintas Corporation No. 3 to provide Uniform and Janitorial Articles Rental Service, Specification No. S-2021-1277BD, for an increase of $160,488 to the current term for a new total amount not to exceed $1,000,000 for the period through March 31, 2025; Page 7 of 10 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, March 26, 2025 B. Approve an increase of $410,488 for the upcoming three-year renewal period option, for a new total amount not to exceed $1,250,000 for the period through March 31, 2028; and C. Approve a revised three-year contingency of $187,500 (15%). Originator:Wally Ritchie Agenda Report Service Contract - Amendment No. 2 Attachments: STEERING COMMITTEE: None. NON-CONSENT: None. INFORMATION ITEMS: None. AB 1234 DISCLOSURE REPORTS: This item allows Board members to provide a brief oral report regarding the disclosure of outside committees, conferences, training, seminars, etc. attended at the Agency’s expense, per Government Code §53232.3(d). • Report from Board Delegate - ISDOC • Report from Board Delegate - NWRI • Report from Board Delegate - OCCOG • Report from Board Delegate - SARFPA • Report from GWRS Steering Committee Member(s) • Other CLOSED SESSION: During the course of conducting the business set forth on this agenda as a regular meeting of the Board, the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters, pursuant to Government Code Sections 54956.8, 54956.9, 54957 or 54957.6, as noted. Reports relating to (a) purchase and sale of real property; (b) matters of pending or potential litigation; (c) employment actions or negotiations with employee representatives; or which are exempt from public disclosure under the California Public Records Act, may be reviewed by the Board during a permitted closed session and are not available for public inspection. At such time the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. Page 8 of 10 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, March 26, 2025 CONVENE IN CLOSED SESSION. CS-1 2025-4193CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(1) RECOMMENDATION: Convene in Closed Session: Number of Cases: 1 Case Name Unspecified: (case was filed under seal and disclosure would violate confidentiality provisions under the False Claims Act) Agenda Report Board CS Memo re False Claims Act 03-26-25 Attachments: CS-2 2025-4194CONFERENCE WITH LABOR NEGOTIATORS - GOVERNMENT CODE SECTION 54957.6 RECOMMENDATION: Convene in Closed Session: Designated Representatives: General Manager Robert Thompson, Assistant General Manager Lorenzo Tyner, Director of Human Resources Laura Maravilla, and Chief Negotiator Laura Kalty. Employee Organizations: (3) International Union of Operating Engineers, Local 501; Orange County Employees Association; and the Supervisory and Professional Management Group. Agenda Report Board CS Memo re Labor 03-26-25 Attachments: RECONVENE IN REGULAR SESSION. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: At this time Directors may request staff to place an item on a future agenda. Page 9 of 10 BOARD OF DIRECTORS Regular Meeting Agenda Wednesday, March 26, 2025 ADJOURNMENT: Adjourn the Board meeting until the Special Meeting of the Board of Directors on April 16, 2025 at 5:00 p.m. Page 10 of 10 BOARD OF DIRECTORS Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4181 Agenda Date:3/26/2025 Agenda Item No:2. 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 Special meeting of the Board of Directors held February 19,2025;and the Regular meeting of the Board of Directors held February 26, 2025. 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: ·February 19, 2025 Board of Directors Special meeting minutes ·February 26, 2025 Board of Directors meeting minutes Orange County Sanitation District Printed on 3/18/2025Page 1 of 1 powered by Legistar™ ORANGE COUNTY SANITATION DISTRICT MINUTES BOARD OF DIRECTORS FEBRUARY 19, 2025 Board Room Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 BOARD OF DIRECTORS Minutes February 19, 2025 CALL TO ORDER A Special meeting of the Board of Directors of the Orange County Sanitation District was called to order by Board Chairman Ryan Gallagher on Wednesday, February 19, 2025 at 5:04 p.m. in the Orange County Sanitation District Headquarters. Chair Gallagher led the Pledge of Allegiance. ROLL CALL AND DECLARATION OF QUORUM The Clerk of the Board noted attendance as follows: PRESENT:Debbie Baker, Pat Burns, Ryan Gallagher, Glenn Grandis, Johnathan Ryan Hernandez, Lisa Landau, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu, Ryan Balius (Alternate), Ted Bui (Alternate), Shana Charles (Alternate), Tanya Doby (Alternate), Dan Ferons (Alternate), John Gyllenhammer (Alternate), Gene Hernandez (Alternate), Lamiya Hoque (Alternate), Jessie Lopez (Alternate), Janet Nguyen (Alternate), Vikesh Patel (Alternate), Bonnie Peat (Alternate), Art Perry (Alternate), Cindy Tran (Alternate), Gracey Van Der Mark (Alternate), John Warren (Alternate) and Ben Wong (Alternate) ABSENT:Jon Dumitru and Chad Wanke STAFF PRESENT: Rob Thompson, General Manager; Lorenzo Tyner, Assistant General Manager; Jennifer Cabral, Director of Communications; Mike Dorman, Director of Engineering; Riaz Moinuddin, Director of Operations and Maintenance; Lan Wiborg, Director of Environmental Services; Kelly Lore, Clerk of the Board; Mo Abiodun; Cheri Calisang; Jackie Castro; Daisy Covarrubias; Al Garcia; Rebecca Long; Aldwin Ramirez; and Thomas Vu were present in the Board Room. OTHERS PRESENT: Scott Smith, General Counsel; Ryan Baron and Matthew Richardson, Legal Counsel, Best Best & Krieger LLP; and Joe Pena, were present in the Board Room. PUBLIC COMMENTS: None. NON-CONSENT: 1.BOARD OF DIRECTORS ORIENTATION PRESENTATION 2024-4016 Originator: Kelly Lore Page 1 of 2 BOARD OF DIRECTORS Minutes February 19, 2025 STAFF PRESENTATIONS: · Role of the Board Member Ryan Gallagher, Board Chairman · Board Services Overview Kelly Lore, Clerk of the Board · Transparency & Ethics Scott Smith, General Counsel · Strategic Plan Introduction Ryan Gallagher, Board Chairman ADJOURNMENT: At 5:57 p.m., Chair Gallagher adjourned the Special Meeting until the next Regular Meeting of the Board of Directors to be held on Wednesday, February 26, 2025 at 6:00 p.m. Submitted by: __________________ Kelly A. Lore, MMC Clerk of the Board Page 2 of 2 ORANGE COUNTY SANITATION DISTRICT MINUTES BOARD OF DIRECTORS FEBRUARY 26, 2025 Board Room Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 BOARD OF DIRECTORS Minutes February 26, 2025 CALL TO ORDER A regular meeting of the Board of Directors of the Orange County Sanitation District was called to order by Board Chairman Ryan Gallagher on Wednesday, February 26, 2025 at 6:00 p.m. in the Orange County Sanitation District Headquarters. Chair Gallagher delivered the invocation and led the Pledge of Allegiance. ROLL CALL AND DECLARATION OF QUORUM The Clerk of the Board declared a quorum present as follows: PRESENT:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) ABSENT:Lisa Landau and Chad Wanke 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; Kelly Lore, Clerk of the Board; Mo Abiodun; Wendy Allison; Cheri Calisang; Yiping Cao; Morty Caparas; Belen Carrillo; Jackie Castro; Tanya Chong; Daisy Covarrubias; Raul Cuellar; Don Cutler; Thys DeVries; Al Garcia; David Haug; Mark Kawamoto; Marianne Kleine; Rob Michaels; Tom Meregillano; Cindy Murra; Victoria Pilko; Valerie Ratto; Thomas Vu; Kevin Work and Ruth Zintzun were present in the Board Room . OTHERS PRESENT: Scott Smith, General Counsel; and Danielle Dychter, Special Counsel, Michael Sullivan & Associates were present in the Board Room. 1.APPOINTMENTS TO THE ORANGE COUNTY SANITATION DISTRICT BOARD OF DIRECTORS 2025-4064 Originator: Kelly Lore WITHOUT OBJECTION ACTION TAKEN TO RECEIVE AND FILE THE FOLLOWING: Receive and file minute excerpts of member agencies relating to appointments to the Orange County Sanitation District Board of Directors: Agency Director Alternate Director City of Villa Park Jordan Wu Kelly McBride Irvine Ranch Water District John Withers Dan Ferons Board of Supervisors Doug Chaffee Janet Nguyen Page 1 of 14 BOARD OF DIRECTORS Minutes February 26, 2025 PUBLIC COMMENTS: None. SPECIAL PRESENTATIONS: 2.EMPLOYEE SERVICE AWARDS 2025-4113 Originator: Kelly Lore Chair Gallagher introduced Director of Engineering Mike Dorman who presented the following: 20-year Service Award Cindy Murra, Senior Engineer - Division 750 REPORTS: Chair Gallagher announced that the Directors would receive talking points tomorrow regarding OC San activities for use while reporting out to their councils, boards, and community groups. Chair Gallagher reported that with Board Orientation concluded, facility tours would begin in March with a tour of Plant No. 1 and in April with a tour of Plant No. 2 at the Operations and Administration committees which will start early at 4:00 pm. He also stated that Special Board Meetings for the Strategic Planning process would take place on March 19 and April 16. Chair Gallagher reported on his recent speaking engagements. He stated he had the honor of co-presenting with General Manager Thompson at the Orange County Water Authority luncheon on OC San’s innovation and sustainability efforts; and he provided a presentation about OC San and civil engineering to 75 preschoolers. Chair Gallagher reported that Honor Wall nominations were due at the March 26 board meeting. He explained that the Honor Wall, formerly known as Honor Walk, recognizes former employees and board members who have made meaningful, lasting contributions to OC San’s operations and leadership. A ceremony will be held prior to the Steering Committee on June 25. Chair Gallagher announced that he would be accepting Board member requests for Committee and regional Board assignments and stated that information regarding availability was provided to the Board members. General Manager Rob Thompson reported that he recently attended the CASA Winter Conference and then hosted CASA staff onsite. He also reported that he met with OCTA and presented at the Coalition for Environmental Protection, Restoration and Development event regarding After Wildfires - Potable Reuse and the Challenges Ahead. Mr. Thompson announced that the Wastewater 101 Citizens Academy starts on March 6. He Page 2 of 14 BOARD OF DIRECTORS Minutes February 26, 2025 stated that the Academy is intended to provide a behind-the-scenes look of how OC San operates one of the largest resource recovery facilities in the country. He stated there would be four sessions, a facility tour, and would conclude with a graduation at the April board meeting. The academy is free to attend and open to anyone 18 and older and registration would be open until March 5. Mr. Thompson introduced Director of Operations and Maintenance Riaz Moinuddin who introduced newly promoted Maintenance Manager David Haug. CONSENT CALENDAR: 3.APPROVAL OF MINUTES 2025-4127 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the Special meeting of the Board of Directors held January 15, 2025; and the Regular meeting of the Board of Directors held January 22, 2025. AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke ABSTENTIONS:None RECEIVE AND FILE: 4.REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF JANUARY 2025 2024-3828 Originator: Wally Ritchie WITHOUT OBJECTION ACTION TAKEN TO RECEIVE AND FILE THE FOLLOWING: Report of the Investment Transactions for the month of January 2025. 5.COMMITTEE MEETING MINUTES 2025-4126 Originator: Kelly Lore WITHOUT OBJECTION ACTION TAKEN TO RECEIVE AND FILE THE FOLLOWING: Page 3 of 14 BOARD OF DIRECTORS Minutes February 26, 2025 A. Minutes of the Operations Committee Meeting held December 4, 2024 B. Minutes of the Administration Committee Meeting held December 11, 2024 C. Minutes of the Steering Committee Meeting held December 18, 2024 OPERATIONS COMMITTEE: 6.MAIN SEWAGE PUMP NO. 1 AND SPARE SEWAGE PUMP REPAIR AT PLANT NO. 2 (MP2-018), SPECIFICATION NO. S-2024-652BD 2025-4099 Originator: Riaz Moinuddin MOVED, SECONDED, AND DULY CARRIED 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%). AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke ABSTENTIONS:None 7.SEWER PIPELINE CCTV INSPECTION SERVICES, SPECIFICATION NO. S-2024-642BD 2025-4100 Originator: Riaz Moinuddin MOVED, SECONDED, AND DULY CARRIED 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%). Page 4 of 14 BOARD OF DIRECTORS Minutes February 26, 2025 AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke ABSTENTIONS:None 8.COATING AND CORROSION MANAGEMENT ASSESSMENT STAFFING SUPPORT SERVICES, SPECIFICATION NO. CS-2024-645BD 2025-4101 Originator: Mike Dorman MOVED, SECONDED, AND DULY CARRIED 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%). AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke ABSTENTIONS:None 9.CONTROL ROOM RECONFIGURATION AT PLANT NO. 1, CONTRACT NO. J-120A 2025-4102 Originator: Mike Dorman MOVED, SECONDED, AND DULY CARRIED TO: Page 5 of 14 BOARD OF DIRECTORS Minutes February 26, 2025 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%). AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke ABSTENTIONS:None 10.CENGEN AND 12KV SERVICE CENTER SWITCHGEAR BATTERY SYSTEM UPGRADES AT PLANT NO. 1, PROJECT NO. FR1-0005 2025-4103 Originator: Mike Dorman MOVED, SECONDED, AND DULY CARRIED 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%). AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke ABSTENTIONS:None 11.HVAC REPLACEMENT FOR PLANT NO. 2 CENTRIFUGE BUILDING, OPERATIONS BUILDING, AND BITTER POINT PUMP STATION, PROJECT NO. SC22-02 2025-4104 Originator: Mike Dorman Page 6 of 14 BOARD OF DIRECTORS Minutes February 26, 2025 MOVED, SECONDED, AND DULY CARRIED 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%). AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke ABSTENTIONS:None ADMINISTRATION COMMITTEE: 12.GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST 2025-4115 Originator: Wally Ritchie MOVED, SECONDED, AND DULY CARRIED TO: A. Receive and file Orange County Sanitation District purchases made under the General Manager’s authority for the period of October 1, 2024 to December 31, 2024; and B. Approve the following additions to the pre-approved Original Equipment Manufacturers (OEM) Sole Source List: ·OVIVO - All Ovivo Parts and Equipment Used in Water and Wastewater Treatment Processes AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke Page 7 of 14 BOARD OF DIRECTORS Minutes February 26, 2025 ABSTENTIONS:None 13.PUBLIC AFFAIRS UPDATE FOR THE MONTHS OF DECEMBER 2024 AND JANUARY 2025 2025-4116 Originator: Jennifer Cabral MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Public Affairs Update for the months of December 2024 and January 2025. AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke ABSTENTIONS:None 14.LANDSCAPE MAINTENANCE SERVICES, SPECIFICATION NO. S-2024-640BD 2025-4117 Originator: Lorenzo Tyner MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a General Services Contract to Tropical Plaza Nursery, Inc., for Landscape Maintenance Services, Specification No. S-2024-640BD, for a total annual amount not to exceed $239,589, with four (4) one-year renewal options; and B. Approve an annual contingency of $23,959 (10%). AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke ABSTENTIONS:None Page 8 of 14 BOARD OF DIRECTORS Minutes February 26, 2025 15.LEGISLATIVE AFFAIRS UPDATE FOR THE MONTHS OF DECEMBER 2024 AND JANUARY 2025 2025-4118 Originator: Jennifer Cabral MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Legislative Affairs Update for the months of December 2024 and January 2025. AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke ABSTENTIONS:None 16.MID-YEAR FINANCIAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 2024 2025-4119 Originator: Wally Ritchie MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Orange County Sanitation District Mid-Year Financial Report for the period ended December 31, 2024. AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke ABSTENTIONS:None 17.ACCEPTANCE OF CREDIT CARDS AND DEBIT CARDS AS FORMS OF PAYMENT 2025-4120 Originator: Wally Ritchie MOVED, SECONDED, AND DULY CARRIED TO: Page 9 of 14 BOARD OF DIRECTORS Minutes February 26, 2025 Adopt Resolution No. OC SAN 25-01 entitled: “A Resolution of the Board of Directors of the Orange County Sanitation District Authorizing Acceptance of Credit Cards and Debit Cards as Payment for OC San Fees and Charges”. AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke ABSTENTIONS:None 18.FLEET CUSTOM EQUIPMENT REPLACEMENT 2025-4121 Originator: Lorenzo Tyner MOVED, SECONDED, AND DULY CARRIED TO: A. Approve an Equipment and Services Contract to Idaho Truck Specialties, LLC DBA Cobalt Truck Equipment, for the Collections Pull Rig Project, to provide a custom-built replacement piece of equipment (Unit) that is similar in nature to the existing Pull Rig equipment in operation, for a total amount not to exceed $247,621, to be completed within three hundred sixty five (365) calendar days from the effective date of the Notice to Proceed; B. Approve two (2) optional one-year renewals, each for a total amount not to exceed $247,621, with an application of annual adjustment based on the Consumer Price Index (CPI) for Nevada not to exceed 3.5% per year; and C. Approve a total contingency of $148,573 (20%). AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke ABSTENTIONS:None STEERING COMMITTEE: 19.JANITORIAL & FLOOR MAINTENANCE SERVICES, SPECIFICATION NO. S-2024-646BD 2025-4128 Page 10 of 14 BOARD OF DIRECTORS Minutes February 26, 2025 Originator: Lorenzo Tyner MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a General Services Contract to Gamboa Services Inc. DBA Corporate Image Maintenance for janitorial and floor maintenance services at Headquarters and Plant Nos. 1 and 2, Specification No. S-2024-646BD, for a total amount not to exceed $1,401,623 for the period beginning April 1, 2025, through March 31, 2026, with four (4), one-year renewal options; B. Approve a contingency of $140,162 (10%); C. Receive and file Eternal Love Limited Liability Company DBA Vested Solutions Inc. protest dated February 3, 2025, for Specification No. S-2024-646BD; and D. Receive and file Orange County Sanitation District’s Determination Letter dated February 7, 2025, to Eternal Love Limited Liability Company DBA Vested Solution Inc. responding to protest. AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke ABSTENTIONS:None 20.BAY BRIDGE PUMP STATION REPLACEMENT, PROJECT NO. 5-67 2025-4129 Originator: Mike Dorman MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a project budget increase of $26,000,000 for Bay Bridge Pump Station Replacement, Project No. 5-67, for a new total budget of $172,000,000; B. Receive and file Bid Tabulation and Recommendation for Bay Bridge Pump Station Replacement, Project No. 5-67; C. Award a Construction Contract Agreement to J.F. Shea Construction, Inc. for Bay Bridge Pump Station Replacement, Project No. 5-67, for a total amount not to exceed $87,321,000; and D. Approve a contingency of $8,732,100 (10%). Page 11 of 14 BOARD OF DIRECTORS Minutes February 26, 2025 AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke ABSTENTIONS:None 21.BAY BRIDGE PUMP STATION REPLACEMENT, PROJECT NO. 5-67 2025-4130 Originator: Mike Dorman MOVED, SECONDED, AND DULY CARRIED TO: A. Approve a Professional Construction Services Agreement with Arcadis U.S., Inc. to provide construction support services for Bay Bridge Pump Station Replacement, Project No. 5-67, for a total amount not to exceed $12,143,580; and B. Approve a contingency of $1,214,358 (10%). AYES:Joyce Ahn, Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Johnathan Ryan Hernandez, Stephanie Klopfenstein, Carlos Leon, Tom Lindsey, Melinda Liu, Christine Marick, Jose Medrano, Scott Minikus, Jordan Nefulda, Andrew Nguyen, Robert Ooten, David Shawver, Jaime Valencia, Erik Weigand, John Withers, Jordan Wu and Ted Bui (Alternate) NOES:None ABSENT:Lisa Landau and Chad Wanke ABSTENTIONS:None NON-CONSENT: None. INFORMATION ITEMS: None. AB 1234 DISCLOSURE REPORTS: Directors Pat Burns, Bob Ooten, and Dave Shawver provided a report on their recent attendance at various Regional Board Meetings. Vice Chairman Dumitru reported on his and Chair Gallagher's recent attendance at the CASA conference. Page 12 of 14 BOARD OF DIRECTORS Minutes February 26, 2025 Director John Withers departed the meeting at approximately 6:20 p.m. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION 54956.9(d)(1). The Board convened in closed session at 6:23 p.m. Confidential minutes of the Closed Sessions have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session meetings. CS-1 CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(1) 2025-4132 CONVENED IN CLOSED SESSION: Number of Cases: 1 Glenn Suchor, Workers’ Compensation Claim, Workers Compensation Appeals Board, Case Nos. ADJ19142291 and ADJ19142279. RECONVENED IN REGULAR SESSION. The Board reconvened in regular session at 6:32 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Scott Smith stated there was no reportable action. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: None. ADJOURNMENT: At 6:32 p.m., Chair Gallagher adjourned the meeting until the next Special Meeting of the Board of Directors to be held on Wednesday, March 19, 2025 at 5:00 p.m. Page 13 of 14 BOARD OF DIRECTORS Minutes February 26, 2025 Submitted by: __________________ Kelly A. Lore, MMC Clerk of the Board Page 14 of 14 BOARD OF DIRECTORS Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2024-3830 Agenda Date:3/26/2025 Agenda Item No:3. FROM:Robert Thompson, General Manager Originator: Wally Ritchie, Director of Finance SUBJECT: REPORT OF THE INVESTMENT TRANSACTIONS FOR THE MONTH OF FEBRUARY 2025 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Receive and file the following: Report of the Investment Transactions for the month of February 2025. BACKGROUND The CA Government Code requires that a monthly report of investment transactions be provided to the legislative body.Attached is the monthly report of investment transactions for the month ended February 28, 2025. RELEVANT STANDARDS ·CA Government Code Section 53607 PRIOR COMMITTEE/BOARD ACTIONS 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: ·Report of the Investment Transactions - February 2025 Orange County Sanitation District Printed on 3/18/2025Page 1 of 1 powered by Legistar™ Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 1 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LIQUID OPERATING PORTFOLIO6745046600 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date Account Beginning Cash Total Cash: 0.00Income Cash: 20,882,773.10Principal Cash: -20,882,773.10 02/03/2025 06051GFS3 310 INTEREST EARNED ON BANK AMER CORP MTN 3.875% 8/01/25 $1 PV ON 2000000.0000 SHARES DUE 2/1/2025 .00 .00 .00 .00 .00 .0000 .000000 38,750.00 .00I 02/03/2025 3130AWSY7 310 INTEREST EARNED ON F H L B DEB 0.00001% 5/02/25 $1 PV ON 1210000.0000 SHARES DUE 2/2/2025 .00 .00 .00 .00 .00 .0000 .000000 14,332.45 .00I 02/03/2025 3130AWSY7 310 INTEREST EARNED ON F H L B DEB 0.00001% 5/02/25 $1 PV ON 1210000.0000 SHARES DUE 2/2/2025 .00 .00 .00 .00 .00 .0000 .000000 .03 .00I 02/03/2025 02/03/2025 02/03/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -610,518.24 .00 .00-610,518.2400 1.000000 610,518.24 FGZXX .00P 02/03/2025 02/03/2025 02/03/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 135,875.03 .00 .00 135,875.0300 1.000000 -135,875.03 FGZXX .00P 02/03/2025 31846V567 310 INTEREST EARNED ON FIRST AM GOVT OB FD CL Z UNIT ON 0.0000 SHARES DUE 1/31/2025 INTEREST FROM 1/1/25 TO 1/31/25 .00 .00 .00 .00 .00 .0000 .000000 9,563.69 FGZXX .00I 02/03/2025 02/03/2025 02/03/2025 90477DP59 10 PURCHASED PAR VALUE OF UNILEVER CAP CORP DISC C P 2/05/25 /J.P. MORGAN SECURITIES LLC/625,000 PAR VALUE AT 99.9761104 % .00 .00 624,850.69 .00 .00 625,000.0000 .999761 -624,850.69 .00P 02/03/2025 94988J6B8 310 INTEREST EARNED ON WELLS FARGO M T N 5.550% 8/01/25 $1 PV ON 3500000.0000 SHARES DUE 2/1/2025 .00 .00 .00 .00 .00 .0000 .000000 97,125.00 .00I 02/04/2025 02/04/2025 02/04/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 2,009,563.69 .00 .00 2,009,563.6900 1.000000 -2,009,563.69 FGZXX .00P 02/04/2025 02/04/2025 02/04/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -1,975,061.11 .00 .00-1,975,061.1100 1.000000 1,975,061.11 FGZXX .00P 02/04/2025 02/04/2025 02/04/2025 4581X0DR6 20 MATURED PAR VALUE OF INTER AMER M T N 5.34913% 2/04/25 2,000,000 PAR VALUE AT 100 % .00 .00 -2,000,861.68 -861.68 .00-2,000,000.0000 1.000000 2,000,000.00 IAM5525 .00P 02/04/2025 4581X0DR6 310 INTEREST EARNED ON INTER AMER M T N 5.34913% 2/04/25 $1 PV ON 2000000.0000 SHARES DUE 2/4/2025 .00 .00 .00 .00 .00 .0000 .000000 24,460.00 IAM5525 .00I 02/04/2025 02/04/2025 02/04/2025 71708EP66 10 PURCHASED PAR VALUE OF PFIZER INC DISC COML C P 2/06/25 /BARCLAYS CAPITAL INC. FIXED IN/XOTC 2,000,000 PAR VALUE AT 99.9760555 % .00 .00 1,999,521.11 .00 .00 2,000,000.0000 .999761 -1,999,521.11 .00P 02/05/2025 02/05/2025 02/05/2025 313385BM7 20 MATURED PAR VALUE OF F H L B DISC NTS 2/05/25 1,000,000 PAR VALUE AT 100 % .00 .00 -993,542.50 .00 .00-1,000,000.0000 1.000000 993,542.50 .00P 02/05/2025 313385BM7 310 INTEREST EARNED ON F H L B DISC NTS 2/05/25 $1 PV ON 1000000.0000 SHARES DUE 2/5/2025 1,000,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 6,457.50 .00I Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 2 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LIQUID OPERATING PORTFOLIO6745046600 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date 02/05/2025 02/05/2025 02/05/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 13,044.44 .00 .00 13,044.4400 1.000000 -13,044.44 FGZXX .00P 02/05/2025 02/05/2025 45905URL0 300 PAID ACCRUED INTEREST ON PURCHASE OF INTL BK M T N 2.125% 3/03/25 .00 .00 .00 .00 .00 .0000 .000000 -14,355.56 .00I 02/05/2025 02/04/2025 02/05/2025 45905URL0 10 PURCHASED PAR VALUE OF INTL BK M T N 2.125% 3/03/25 /TD SECURITIES (USA) LLC/1,600,000 PAR VALUE AT 99.85 % .00 .00 1,597,600.00 .00 .00 1,600,000.0000 .998500 -1,597,600.00 .00P 02/05/2025 02/05/2025 02/05/2025 90477DP59 20 MATURED PAR VALUE OF UNILEVER CAP CORP DISC C P 2/05/25 625,000 PAR VALUE AT 100 % .00 .00 -624,850.69 .00 .00-625,000.0000 1.000000 624,850.69 .00P 02/05/2025 90477DP59 310 INTEREST EARNED ON UNILEVER CAP CORP DISC C P 2/05/25 $1 PV ON 625000.0000 SHARES DUE 2/5/2025 625,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 149.31 .00I 02/06/2025 02/06/2025 02/06/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -874,075.03 .00 .00-874,075.0300 1.000000 874,075.03 FGZXX .00P 02/06/2025 02/06/2025 02/06/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 2,000,000.00 .00 .00 2,000,000.0000 1.000000 -2,000,000.00 FGZXX .00P 02/06/2025 02/06/2025 02/06/2025 45685QPJ2 10 PURCHASED PAR VALUE OF ING US FDG LLC C P 2/18/25 /BOFA SECURITIES, INC./FXD INC/XOTC 525,000 PAR VALUE AT 99.85566667 % .00 .00 524,242.25 .00 .00 525,000.0000 .998557 -524,242.25 .00P 02/06/2025 02/06/2025 02/06/2025 71708EP66 20 MATURED PAR VALUE OF PFIZER INC DISC COML C P 2/06/25 2,000,000 PAR VALUE AT 100 % .00 .00 -1,999,521.11 .00 .00-2,000,000.0000 1.000000 1,999,521.11 .00P 02/06/2025 71708EP66 310 INTEREST EARNED ON PFIZER INC DISC COML C P 2/06/25 $1 PV ON 2000000.0000 SHARES DUE 2/6/2025 2,000,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 478.89 .00I 02/06/2025 02/06/2025 02/06/2025 93114EPA9 10 PURCHASED PAR VALUE OF WALMART INC DISC COML C P 2/10/25 /BARCLAYS CAPITAL INC. FIXED IN/350,000 PAR VALUE AT 99.95222286 % .00 .00 349,832.78 .00 .00 350,000.0000 .999522 -349,832.78 .00P 02/07/2025 02/07/2025 02/07/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -1,198,272.00 .00 .00-1,198,272.0000 1.000000 1,198,272.00 FGZXX .00P 02/07/2025 02/06/2025 02/07/2025 53245PPK8 10 PURCHASED PAR VALUE OF LILLY ELI CO DISC COML C P 2/19/25 /BOFA SECURITIES, INC./FXD INC/1,200,000 PAR VALUE AT 99.856 % .00 .00 1,198,272.00 .00 .00 1,200,000.0000 .998560 -1,198,272.00 .00P 02/10/2025 02/10/2025 02/10/2025 14912DPU7 10 PURCHASED PAR VALUE OF CATERPILLAR FINL SVCS C P 2/28/25 /WELLS FARGO SECURITIES, LLC/350,000 PAR VALUE AT 99.7845 % .00 .00 349,245.75 .00 .00 350,000.0000 .997845 -349,245.75 .00P 02/10/2025 3130AXR59 310 INTEREST EARNED ON F H L B DEB 4.480% 5/09/25 $1 PV ON 3325000.0000 SHARES DUE 2/9/2025 .00 .00 .00 .00 .00 .0000 .000000 39,018.88 .00I 02/10/2025 02/10/2025 02/10/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -310,226.87 .00 .00-310,226.8700 1.000000 310,226.87 FGZXX .00P Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 3 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LIQUID OPERATING PORTFOLIO6745046600 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date 02/10/2025 02/10/2025 02/10/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 350,000.00 .00 .00 350,000.0000 1.000000 -350,000.00 FGZXX .00P 02/10/2025 02/10/2025 02/10/2025 93114EPA9 20 MATURED PAR VALUE OF WALMART INC DISC COML C P 2/10/25 350,000 PAR VALUE AT 100 % .00 .00 -349,832.78 .00 .00-350,000.0000 1.000000 349,832.78 .00P 02/10/2025 93114EPA9 310 INTEREST EARNED ON WALMART INC DISC COML C P 2/10/25 $1 PV ON 350000.0000 SHARES DUE 2/10/2025 350,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 167.22 .00I 02/18/2025 20030NBN0 310 INTEREST EARNED ON COMCAST CORP 3.375% 8/15/25 $1 PV ON 1000000.0000 SHARES DUE 2/15/2025 .00 .00 .00 .00 .00 .0000 .000000 16,875.00 .00I 02/18/2025 02/18/2025 02/18/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -563,576.83 .00 .00-563,576.8300 1.000000 563,576.83 FGZXX .00P 02/18/2025 02/18/2025 02/18/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 541,875.00 .00 .00 541,875.0000 1.000000 -541,875.00 FGZXX .00P 02/18/2025 02/18/2025 02/18/2025 45685QPJ2 20 MATURED PAR VALUE OF ING US FDG LLC C P 2/18/25 525,000 PAR VALUE AT 100 % .00 .00 -524,242.25 .00 .00-525,000.0000 1.000000 524,242.25 .00P 02/18/2025 45685QPJ2 310 INTEREST EARNED ON ING US FDG LLC C P 2/18/25 $1 PV ON 525000.0000 SHARES DUE 2/18/2025 525,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 757.75 .00I 02/18/2025 02/18/2025 02/18/2025 912797MG9 10 PURCHASED PAR VALUE OF U S TREASURY BILL 8/07/25 /J.P. MORGAN SECURITIES LLC/BTEC 575,000 PAR VALUE AT 98.01336174 % .00 .00 563,576.83 .00 .00 575,000.0000 .980134 -563,576.83 8725 .00P 02/19/2025 02/19/2025 02/19/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -895,973.63 .00 .00-895,973.6300 1.000000 895,973.63 FGZXX .00P 02/19/2025 02/19/2025 02/19/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 905,259.12 .00 .00 905,259.1200 1.000000 -905,259.12 FGZXX .00P 02/19/2025 02/18/2025 02/19/2025 459058JB0 10 PURCHASED PAR VALUE OF INTL BK M T N 0.626% 4/22/25 /TD SECURITIES (USA) LLC/900,000 PAR VALUE AT 99.3495 % .00 .00 894,145.50 .00 .00 900,000.0000 .993495 -894,145.50 IBM0625 .00P 02/19/2025 02/19/2025 459058JB0 300 PAID ACCRUED INTEREST ON PURCHASE OF INTL BK M T N 0.626% 4/22/25 .00 .00 .00 .00 .00 .0000 .000000 -1,828.13 IBM0625 .00I 02/19/2025 02/19/2025 02/19/2025 53245PPK8 20 MATURED PAR VALUE OF LILLY ELI CO DISC COML C P 2/19/25 1,200,000 PAR VALUE AT 100 % .00 .00 -1,198,272.00 .00 .00-1,200,000.0000 1.000000 1,198,272.00 .00P 02/19/2025 53245PPK8 310 INTEREST EARNED ON LILLY ELI CO DISC COML C P 2/19/25 $1 PV ON 1200000.0000 SHARES DUE 2/19/2025 1,200,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 1,728.00 .00I 02/19/2025 02/19/2025 02/19/2025 6698M4PK2 20 MATURED PAR VALUE OF NOVARTIS FIN C P 2/19/25 6,000,000 PAR VALUE AT 100 % .00 .00 -5,973,360.00 .00 .00-6,000,000.0000 1.000000 5,973,360.00 .00P Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 4 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LIQUID OPERATING PORTFOLIO6745046600 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date 02/19/2025 6698M4PK2 310 INTEREST EARNED ON NOVARTIS FIN C P 2/19/25 $1 PV ON 6000000.0000 SHARES DUE 2/19/2025 6,000,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 26,640.00 .00I 02/19/2025 02/18/2025 02/19/2025 912797MG9 10 PURCHASED PAR VALUE OF U S TREASURY BILL 8/07/25 /BOFA SECURITIES, INC./FXD INC/BTEC 2,925,000 PAR VALUE AT 98.01917915 % .00 .00 2,867,060.99 .00 .00 2,925,000.0000 .980192 -2,867,060.99 8725 .00P 02/19/2025 02/18/2025 02/19/2025 912797PN1 10 PURCHASED PAR VALUE OF U S TREASURY BILL 8/14/25 /J.P. MORGAN SECURITIES LLC/3,500,000 PAR VALUE AT 97.93371114 % .00 .00 3,427,679.89 .00 .00 3,500,000.0000 .979337 -3,427,679.89 .00P 02/25/2025 02/25/2025 02/25/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 18,564.75 .00 .00 18,564.7500 1.000000 -18,564.75 FGZXX .00P 02/25/2025 45950VRG3 310 INTEREST EARNED ON IFC M T N $1 PV ON 1115000.0000 SHARES DUE 2/25/2025 .00 .00 .00 .00 .00 .0000 .000000 18,564.75 .00I 02/27/2025 02/27/2025 02/27/2025 03785DPT7 20 MATURED PAR VALUE OF APPLE INC DISC COML C P 2/27/25 2,575,000 PAR VALUE AT 100 % .00 .00 -2,563,901.75 .00 .00-2,575,000.0000 1.000000 2,563,901.75 .00P 02/27/2025 03785DPT7 310 INTEREST EARNED ON APPLE INC DISC COML C P 2/27/25 $1 PV ON 2575000.0000 SHARES DUE 2/27/2025 2,575,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 11,098.25 .00I 02/27/2025 02/27/2025 02/27/2025 14912DPU7 10 PURCHASED PAR VALUE OF CATERPILLAR FINL SVCS C P 2/28/25 /J.P. MORGAN SECURITIES LLC/2,600,000 PAR VALUE AT 99.98805538 % .00 .00 2,599,689.44 .00 .00 2,600,000.0000 .999881 -2,599,689.44 .00P 02/27/2025 3133EPRC1 310 INTEREST EARNED ON F F C B DEB 6.65843% 5/27/25 $1 PV ON 500000.0000 SHARES DUE 2/27/2025 .00 .00 .00 .00 .00 .0000 .000000 5,823.06 FFC1825 .00I 02/27/2025 02/27/2025 02/27/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 2,583,230.56 .00 .00 2,583,230.5600 1.000000 -2,583,230.56 FGZXX .00P 02/27/2025 02/27/2025 02/27/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -2,602,096.94 .00 .00-2,602,096.9400 1.000000 2,602,096.94 FGZXX .00P 02/28/2025 02/28/2025 02/28/2025 14912DPU7 20 MATURED PAR VALUE OF CATERPILLAR FINL SVCS C P 2/28/25 350,000 PAR VALUE AT 100 % .00 .00 -349,245.75 .00 .00-350,000.0000 1.000000 349,245.75 .00P 02/28/2025 14912DPU7 310 INTEREST EARNED ON CATERPILLAR FINL SVCS C P 2/28/25 $1 PV ON 350000.0000 SHARES DUE 2/28/2025 350,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 754.25 .00I 02/28/2025 02/28/2025 02/28/2025 14912DPU7 20 MATURED PAR VALUE OF CATERPILLAR FINL SVCS C P 2/28/25 2,600,000 PAR VALUE AT 100 % .00 .00 -2,599,689.44 .00 .00-2,600,000.0000 1.000000 2,599,689.44 .00P 02/28/2025 14912DPU7 310 INTEREST EARNED ON CATERPILLAR FINL SVCS C P 2/28/25 $1 PV ON 2600000.0000 SHARES DUE 2/28/2025 2,600,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 310.56 .00I 02/28/2025 02/28/2025 02/28/2025 16677JPU4 20 MATURED PAR VALUE OF CHEVRON CORP DISC COML C P 2/28/25 3,250,000 PAR VALUE AT 100 % .00 .00 -3,219,016.67 .00 .00-3,250,000.0000 1.000000 3,219,016.67 .00P Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 5 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LIQUID OPERATING PORTFOLIO6745046600 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date 02/28/2025 16677JPU4 310 INTEREST EARNED ON CHEVRON CORP DISC COML C P 2/28/25 $1 PV ON 3250000.0000 SHARES DUE 2/28/2025 3,250,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 30,983.33 .00I 02/28/2025 02/27/2025 02/28/2025 3130AWLH1 10 PURCHASED PAR VALUE OF F H L B DEB 0.00001% 7/10/25 /BARCLAYS CAPITAL INC. FIXED IN/765,000 PAR VALUE AT 100.05507974 % .00 .00 765,421.36 .00 .00 765,000.0000 1.000551 -765,421.36 .00P 02/28/2025 02/28/2025 3130AWLH1 300 PAID ACCRUED INTEREST ON PURCHASE OF F H L B DEB 0.00001% 7/10/25 .00 .00 .00 .00 .00 .0000 .000000 -4,674.36 .00I 02/28/2025 02/27/2025 02/28/2025 3130AWNG1 10 PURCHASED PAR VALUE OF F H L B DEB 0.00001% 7/14/25 /BARCLAYS CAPITAL INC. FIXED IN/255,000 PAR VALUE AT 100.05679608 % .00 .00 255,144.83 .00 .00 255,000.0000 1.000568 -255,144.83 .00P 02/28/2025 02/28/2025 3130AWNG1 300 PAID ACCRUED INTEREST ON PURCHASE OF F H L B DEB 0.00001% 7/14/25 .00 .00 .00 .00 .00 .0000 .000000 -1,431.75 .00I 02/28/2025 02/27/2025 02/28/2025 3130B2RZ0 10 PURCHASED PAR VALUE OF F H L B DEB 4.885% 3/18/25 /BARCLAYS CAPITAL INC. FIXED IN/925,000 PAR VALUE AT 99.99935676 % .00 .00 924,994.05 .00 .00 925,000.0000 .999994 -924,994.05 .00P 02/28/2025 02/28/2025 3130B2RZ0 300 PAID ACCRUED INTEREST ON PURCHASE OF F H L B DEB 4.885% 3/18/25 .00 .00 .00 .00 .00 .0000 .000000 -8,092.72 .00I 02/28/2025 02/27/2025 02/28/2025 3130B4KJ9 10 PURCHASED PAR VALUE OF F H L B DEB 4.335% 7/21/25 /BARCLAYS CAPITAL INC. FIXED IN/1,000,000 PAR VALUE AT 99.998743 % .00 .00 999,987.43 .00 .00 1,000,000.0000 .999987 -999,987.43 .00P 02/28/2025 02/28/2025 3130B4KJ9 300 PAID ACCRUED INTEREST ON PURCHASE OF F H L B DEB 4.335% 7/21/25 .00 .00 .00 .00 .00 .0000 .000000 -5,182.64 .00I 02/28/2025 02/28/2025 02/28/2025 313385CL8 20 MATURED PAR VALUE OF F H L B DISC NTS 2/28/25 7,000,000 PAR VALUE AT 100 % .00 .00 -6,921,967.50 .00 .00-7,000,000.0000 1.000000 6,921,967.50 .00P 02/28/2025 313385CL8 310 INTEREST EARNED ON F H L B DISC NTS 2/28/25 $1 PV ON 7000000.0000 SHARES DUE 2/28/2025 7,000,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 78,032.50 .00I 02/28/2025 02/27/2025 02/28/2025 3133EL4W1 10 PURCHASED PAR VALUE OF F F C B DEB 0.610% 8/25/25 /STONEX FINANCIAL INC./652,000 PAR VALUE AT 98.212 % .00 .00 640,342.24 .00 .00 652,000.0000 .982120 -640,342.24 .00P 02/28/2025 02/28/2025 3133EL4W1 300 PAID ACCRUED INTEREST ON PURCHASE OF F F C B DEB 0.610% 8/25/25 .00 .00 .00 .00 .00 .0000 .000000 -33.14 .00I 02/28/2025 02/27/2025 02/28/2025 3133ERZL8 10 PURCHASED PAR VALUE OF F F C B DEB 4.50842% 10/30/25 /BARCLAYS CAPITAL INC. FIXED IN/4,150,000 PAR VALUE AT 100.02728 % .00 .00 4,151,132.12 .00 .00 4,150,000.0000 1.000273 -4,151,132.12 FFC4525 .00P 02/28/2025 02/28/2025 3133ERZL8 300 PAID ACCRUED INTEREST ON PURCHASE OF F F C B DEB 4.50842% 10/30/25 .00 .00 .00 .00 .00 .0000 .000000 -14,708.87 FFC4525 .00I 02/28/2025 02/27/2025 02/28/2025 3136G4W41 10 PURCHASED PAR VALUE OF F N M A 0.650% 8/25/25 /STONEX FINANCIAL INC./445,000 PAR VALUE AT 98.231 % .00 .00 437,127.95 .00 .00 445,000.0000 .982310 -437,127.95 .00P Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 6 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LIQUID OPERATING PORTFOLIO6745046600 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date 02/28/2025 02/28/2025 3136G4W41 300 PAID ACCRUED INTEREST ON PURCHASE OF F N M A 0.650% 8/25/25 .00 .00 .00 .00 .00 .0000 .000000 -24.10 .00I 02/28/2025 02/28/2025 02/28/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -6,514.23 .00 .00-6,514.2300 1.000000 6,514.23 FGZXX .00P 02/28/2025 02/27/2025 02/28/2025 93114EQ34 10 PURCHASED PAR VALUE OF WALMART INC DISC COML C P 3/03/25 /J.P. MORGAN SECURITIES LLC/5,000,000 PAR VALUE AT 99.9643334 % .00 .00 4,998,216.67 .00 .00 5,000,000.0000 .999643 -4,998,216.67 .00P Account Ending Cash Principal Cash: -21,254,512.25 Income Cash: 21,254,512.25 Total Cash: 0.00 Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 7 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LONG-TERM PORTFOLIO6745046601 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date Account Beginning Cash Total Cash: 0.00Income Cash: 92,839,787.07Principal Cash: -92,839,787.07 02/03/2025 02/03/2025 02/03/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -1,249,701.39 .00 .00-1,249,701.3900 1.000000 1,249,701.39 FGZXX .00P 02/03/2025 02/03/2025 02/03/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 525,000.00 .00 .00 525,000.0000 1.000000 -525,000.00 FGZXX .00P 02/03/2025 31846V567 310 INTEREST EARNED ON FIRST AM GOVT OB FD CL Z UNIT ON 0.0000 SHARES DUE 1/31/2025 INTEREST FROM 1/1/25 TO 1/31/25 .00 .00 .00 .00 .00 .0000 .000000 4,962.63 FGZXX .00I 02/03/2025 02/03/2025 02/03/2025 90477DP59 10 PURCHASED PAR VALUE OF UNILEVER CAP CORP DISC C P 2/05/25 /J.P. MORGAN SECURITIES LLC/1,250,000 PAR VALUE AT 99.9761112 % .00 .00 1,249,701.39 .00 .00 1,250,000.0000 .999761 -1,249,701.39 .00P 02/03/2025 93114EP35 310 INTEREST EARNED ON WALMART INC DISC COML C P 2/03/25 $1 PV ON 525000.0000 SHARES DUE 2/3/2025 525,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 250.25 .00I 02/03/2025 02/03/2025 02/03/2025 93114EP35 20 MATURED PAR VALUE OF WALMART INC DISC COML C P 2/03/25 525,000 PAR VALUE AT 100 % .00 .00 -524,749.75 .00 .00-525,000.0000 1.000000 524,749.75 .00P 02/04/2025 02/04/2025 02/04/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 4,962.63 .00 .00 4,962.6300 1.000000 -4,962.63 FGZXX .00P 02/05/2025 02/05/2025 02/05/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 1,250,000.00 .00 .00 1,250,000.0000 1.000000 -1,250,000.00 FGZXX .00P 02/05/2025 02/05/2025 02/05/2025 90477DP59 20 MATURED PAR VALUE OF UNILEVER CAP CORP DISC C P 2/05/25 1,250,000 PAR VALUE AT 100 % .00 .00 -1,249,701.39 .00 .00-1,250,000.0000 1.000000 1,249,701.39 .00P 02/05/2025 90477DP59 310 INTEREST EARNED ON UNILEVER CAP CORP DISC C P 2/05/25 $1 PV ON 1250000.0000 SHARES DUE 2/5/2025 1,250,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 298.61 .00I 02/06/2025 17325FBK3 310 INTEREST EARNED ON CITIBANK N A 4.838% 8/06/29 $1 PV ON 7500000.0000 SHARES DUE 2/6/2025 .00 .00 .00 .00 .00 .0000 .000000 181,425.00 .00I 02/06/2025 02/06/2025 02/06/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 181,425.00 .00 .00 181,425.0000 1.000000 -181,425.00 FGZXX .00P 02/07/2025 02/07/2025 02/07/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 9,963,493.11 .00 .00 9,963,493.1100 1.000000 -9,963,493.11 FGZXX .00P 02/07/2025 02/06/2025 02/07/2025 91282CGC9 20 SOLD PAR VALUE OF U S TREASURY NT 3.875% 12/31/27 /BMO-CHICAGO BRANCH/3,500,000 PAR VALUE AT 99.06997743 % .00 .00 -3,467,734.37 .00 -285.16-3,500,000.0000 .990700 3,467,449.21 UST3827 .00P 02/07/2025 02/07/2025 91282CGC9 301 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 3.875% 12/31/27 .00 .00 .00 .00 .00 .0000 .000000 14,236.88 UST3827 .00I Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 8 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LONG-TERM PORTFOLIO6745046601 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date 02/07/2025 02/06/2025 02/07/2025 91282CJA0 20 SOLD PAR VALUE OF U S TREASURY NT 4.625% 9/30/28 /J.P. MORGAN SECURITIES LLC/6,300,000 PAR VALUE AT 101.23404 % .00 .00 -6,209,929.69 .00 167,814.83-6,300,000.0000 1.012340 6,377,744.52 .00P 02/07/2025 02/07/2025 91282CJA0 301 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 4.625% 9/30/28 .00 .00 .00 .00 .00 .0000 .000000 104,062.50 .00I 02/11/2025 02/04/2025 02/11/2025 02582JKM1 10 PURCHASED PAR VALUE OF AMERICAN EXP 4.560% 12/17/29 /WELLS FARGO SECURITIES, LLC/10,636,000 PAR VALUE AT 99.97778996 % .00 .00 10,633,637.74 .00 .00 10,636,000.0000 .999778 -10,633,637.74 AE44529 .00P 02/11/2025 02/11/2025 02/11/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -10,633,637.74 .00 .00-10,633,637.7400 1.000000 10,633,637.74 FGZXX .00P 02/12/2025 14913R3A3 310 INTEREST EARNED ON CATERPILLAR FINL MTN 3.600% 8/12/27 $1 PV ON 3250000.0000 SHARES DUE 2/12/2025 .00 .00 .00 .00 .00 .0000 .000000 58,500.00 .00I 02/12/2025 02/11/2025 02/12/2025 3134HAW33 10 PURCHASED PAR VALUE OF F H L M C M T N 4.750% 12/18/29 /WELLS FARGO SECURITIES, LLC/6,475,000 PAR VALUE AT 99.697 % .00 .00 6,455,380.75 .00 .00 6,475,000.0000 .996970 -6,455,380.75 .00P 02/12/2025 02/12/2025 3134HAW33 300 PAID ACCRUED INTEREST ON PURCHASE OF F H L M C M T N 4.750% 12/18/29 .00 .00 .00 .00 .00 .0000 .000000 -41,862.67 .00I 02/12/2025 02/12/2025 02/12/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -254,944.40 .00 .00-254,944.4000 1.000000 254,944.40 FGZXX .00P 02/12/2025 02/11/2025 02/12/2025 91282CDG3 20 SOLD PAR VALUE OF U S TREASURY NT 1.125% 10/31/26 /BMO-CHICAGO BRANCH/6,500,000 PAR VALUE AT 94.81216508 % .00 .00 -6,444,082.04 .00 -281,291.31-6,500,000.0000 .948122 6,162,790.73 .00P 02/12/2025 02/12/2025 91282CDG3 301 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.125% 10/31/26 .00 .00 .00 .00 .00 .0000 .000000 21,008.29 .00I 02/13/2025 02/13/2025 02/13/2025 06051GHY8 20 FULL CALL PAR VALUE OF BANK OF AMERICAN MTN 2.015% 2/13/26 /CALLS/ .00 .00 -2,583,450.00 .00 -83,450.00-2,500,000.0000 1.000000 2,500,000.00 .00P 02/13/2025 06051GHY8 310 INTEREST EARNED ON BANK OF AMERICAN MTN 2.015% 2/13/26 $1 PV ON 2500000.0000 SHARES DUE 2/13/2025 .00 .00 .00 .00 .00 .0000 .000000 25,187.50 .00I 02/13/2025 02/13/2025 02/13/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 2,525,187.50 .00 .00 2,525,187.5000 1.000000 -2,525,187.50 FGZXX .00P 02/14/2025 02/11/2025 02/14/2025 3137FETN0 10 PURCHASED PAR VALUE OF F H L M C MLTCL MT 3.350% 1/25/28 /WELLS FARGO SECURITIES, LLC/3,000,000 PAR VALUE AT 96.61328133 % .00 .00 2,898,398.44 .00 .00 3,000,000.0000 .966133 -2,898,398.44 FHL0428B .00P 02/14/2025 02/14/2025 3137FETN0 300 PAID ACCRUED INTEREST ON PURCHASE OF F H L M C MLTCL MT 3.350% 1/25/28 .00 .00 .00 .00 .00 .0000 .000000 -3,629.17 FHL0428B .00I 02/14/2025 02/14/2025 02/14/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -2,902,027.61 .00 .00-2,902,027.6100 1.000000 2,902,027.61 FGZXX .00P Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 9 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LONG-TERM PORTFOLIO6745046601 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date 02/18/2025 02582JJT8 310 INTEREST EARNED ON AMERICAN EXPRESS 3.390% 5/17/27 $1 PV ON 18701.5000 SHARES DUE 2/15/2025 $0.00283/PV ON 6,620,000.00 PV DUE 2/15/25 .00 .00 .00 .00 .00 .0000 .000000 18,701.50 .00I 02/18/2025 02582JJV3 310 INTEREST EARNED ON AMERICAN EXPRESS 3.750% 8/16/27 $1 PV ON 6250.0000 SHARES DUE 2/15/2025 $0.00313/PV ON 2,000,000.00 PV DUE 2/15/25 .00 .00 .00 .00 .00 .0000 .000000 6,250.00 .00I 02/18/2025 161571HV9 310 INTEREST EARNED ON CHASE ISSUE TR 4.600% 1/16/29 $1 PV ON 30820.0000 SHARES DUE 2/15/2025 $0.00383/PV ON 8,040,000.00 PV DUE 2/15/25 .00 .00 .00 .00 .00 .0000 .000000 30,820.00 .00I 02/18/2025 26884TAY8 310 INTEREST EARNED ON ERAC USA FINANCE 5.000% 2/15/29 $1 PV ON 7250000.0000 SHARES DUE 2/15/2025 .00 .00 .00 .00 .00 .0000 .000000 181,250.00 .00I 02/18/2025 30303M8S4 310 INTEREST EARNED ON META PLATFORMS INC 4.300% 8/15/29 $1 PV ON 6300000.0000 SHARES DUE 2/15/2025 .00 .00 .00 .00 .00 .0000 .000000 139,965.00 .00I 02/18/2025 3133TCE95 310 INTEREST EARNED ON F H L M C MLTCL MT 477.600% 8/15/32 $1 PV ON 6.7200 SHARES DUE 2/15/2025 $0.00398/PV ON 1,688.10 PV DUE 2/15/25 .00 .00 .00 .00 .00 .0000 .000000 6.72 FHL3032 .00I 02/18/2025 02/15/2025 02/18/2025 3133TCE95 20 PAID DOWN PAR VALUE OF F H L M C MLTCL MT 477.600% 8/15/32 .00 .00 -108.06 .00 -.11-107.9500 .000000 107.95 FHL3032 .00P 02/18/2025 02/15/2025 02/18/2025 31348SWZ3 20 PAID DOWN PAR VALUE OF F H L M C #786064 6.262% 1/01/28 JANUARY FHLMC DUE 2/15/25 .00 .00 -6.54 .00 .16-6.7000 .000000 6.70 786064F .00P 02/18/2025 31348SWZ3 310 INTEREST EARNED ON F H L M C #786064 6.262% 1/01/28 $1 PV ON 1.3900 SHARES DUE 2/15/2025 DECEMBER FHLMC DUE 2/15/25 .00 .00 .00 .00 .00 .0000 .000000 1.39 786064F .00I 02/18/2025 02/18/2025 02/18/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -848,265.76 .00 .00-848,265.7600 1.000000 848,265.76 FGZXX .00P 02/18/2025 02/18/2025 02/18/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 1,337,991.90 .00 .00 1,337,991.9000 1.000000 -1,337,991.90 FGZXX .00P 02/18/2025 43815BAC4 310 INTEREST EARNED ON HONDA AUTO REC OWN 1.880% 5/15/26 $1 PV ON 1662.0100 SHARES DUE 2/15/2025 $0.00157/PV ON 1,060,859.88 PV DUE 2/15/25 .00 .00 .00 .00 .00 .0000 .000000 1,662.01 HAR1826 .00I 02/18/2025 02/15/2025 02/18/2025 43815BAC4 20 PAID DOWN PAR VALUE OF HONDA AUTO REC OWN 1.880% 5/15/26 .00 .00 -174,274.59 .00 26.22-174,300.8100 .000000 174,300.81 HAR1826 .00P 02/18/2025 43816DAC9 310 INTEREST EARNED ON HONDA AUTO 4.330% 3/15/29 $1 PV ON 7119.2400 SHARES DUE 2/15/2025 $0.00361/PV ON 1,973,000.00 PV DUE 2/15/25 .00 .00 .00 .00 .00 .0000 .000000 7,119.24 .00I 02/18/2025 45818WFV3 310 INTEREST EARNED ON INTER AMER BK M T N 3.900% 8/15/29 $1 PV ON 1500000.0000 SHARES DUE 2/15/2025 .00 .00 .00 .00 .00 .0000 .000000 29,250.00 .00I Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 10 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LONG-TERM PORTFOLIO6745046601 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date 02/18/2025 4581X0EN4 310 INTEREST EARNED ON INTER AMER BK M T N 4.125% 2/15/29 $1 PV ON 7000000.0000 SHARES DUE 2/15/2025 .00 .00 .00 .00 .00 .0000 .000000 144,375.00 .00I 02/18/2025 47800AAC4 310 INTEREST EARNED ON JOHN DEERE OWNR TR 3.740% 2/16/27 $1 PV ON 5487.2000 SHARES DUE 2/15/2025 $0.00312/PV ON 1,760,597.49 PV DUE 2/15/25 .00 .00 .00 .00 .00 .0000 .000000 5,487.20 JDO6827 .00I 02/18/2025 02/15/2025 02/18/2025 47800AAC4 20 PAID DOWN PAR VALUE OF JOHN DEERE OWNR TR 3.740% 2/16/27 .00 .00 -211,290.96 .00 20.18-211,311.1400 .000000 211,311.14 JDO6827 .00P 02/18/2025 47800BAC2 310 INTEREST EARNED ON JOHN DEERE OWNER 5.090% 6/15/27 $1 PV ON 12264.2400 SHARES DUE 2/15/2025 $0.00424/PV ON 2,891,371.65 PV DUE 2/15/25 .00 .00 .00 .00 .00 .0000 .000000 12,264.24 JDO5027 .00I 02/18/2025 02/15/2025 02/18/2025 47800BAC2 20 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 5.090% 6/15/27 .00 .00 -279,056.09 .00 21.66-279,077.7500 .000000 279,077.75 JDO5027 .00P 02/18/2025 58773DAD6 310 INTEREST EARNED ON MERCEDES BENZ 4.780% 12/17/29 $1 PV ON 13904.4900 SHARES DUE 2/15/2025 $0.00292/PV ON 4,760,000.00 PV DUE 2/15/25 .00 .00 .00 .00 .00 .0000 .000000 13,904.49 .00I 02/18/2025 02/18/2025 02/18/2025 59157TPL1 10 PURCHASED PAR VALUE OF METLIFE SHORT TERM FDG C P 2/20/25 /CITIGROUP GLOBAL MARKETS INC./1,000,000 PAR VALUE AT 99.976 % .00 .00 999,760.00 .00 .00 1,000,000.0000 .999760 -999,760.00 .00P 02/18/2025 9128286B1 310 INTEREST EARNED ON U S TREASURY NT 2.625% 2/15/29 $1 PV ON 7800000.0000 SHARES DUE 2/15/2025 .00 .00 .00 .00 .00 .0000 .000000 102,375.00 .00I 02/18/2025 91324PEP3 310 INTEREST EARNED ON UNITEDHEALTH 5.250% 2/15/28 $1 PV ON 5000000.0000 SHARES DUE 2/15/2025 .00 .00 .00 .00 .00 .0000 .000000 131,250.00 .00I 02/20/2025 02/19/2025 02/20/2025 3134HAW33 10 PURCHASED PAR VALUE OF F H L M C M T N 4.750% 12/18/29 /WELLS FARGO SECURITIES, LLC/3,525,000 PAR VALUE AT 99.81530014 % .00 .00 3,518,489.33 .00 .00 3,525,000.0000 .998153 -3,518,489.33 .00P 02/20/2025 02/20/2025 3134HAW33 300 PAID ACCRUED INTEREST ON PURCHASE OF F H L M C M T N 4.750% 12/18/29 .00 .00 .00 .00 .00 .0000 .000000 -26,510.94 .00I 02/20/2025 02/20/2025 02/20/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -29,969,030.87 .00 .00-29,969,030.8700 1.000000 29,969,030.87 FGZXX .00P 02/20/2025 02/20/2025 02/20/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 34,540,929.48 .00 .00 34,540,929.4800 1.000000 -34,540,929.48 FGZXX .00P 02/20/2025 02/20/2025 02/20/2025 36225CAZ9 20 PAID DOWN PAR VALUE OF G N M A I I #080023 4.750% 12/20/26 JANUARY GNMA DUE 2/20/25 .00 .00 -91.18 .00 -1.48-89.7000 .000000 89.70 080023M .00P 02/20/2025 36225CAZ9 310 INTEREST EARNED ON G N M A I I #080023 4.750% 12/20/26 $1 PV ON 7.9900 SHARES DUE 2/20/2025 JANUARY GNMA DUE 2/20/25 .00 .00 .00 .00 .00 .0000 .000000 7.99 080023M .00I Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 11 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LONG-TERM PORTFOLIO6745046601 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date 02/20/2025 02/20/2025 02/20/2025 36225CC20 20 PAID DOWN PAR VALUE OF G N M A I I #080088 5.000% 6/20/27 JANUARY GNMA DUE 2/20/25 .00 .00 -93.94 .00 -2.01-91.9300 .000000 91.93 080088M .00P 02/20/2025 36225CC20 310 INTEREST EARNED ON G N M A I I #080088 5.000% 6/20/27 $1 PV ON 10.4900 SHARES DUE 2/20/2025 JANUARY GNMA DUE 2/20/25 .00 .00 .00 .00 .00 .0000 .000000 10.49 080088M .00I 02/20/2025 02/20/2025 02/20/2025 36225CN28 20 PAID DOWN PAR VALUE OF G N M A I I #080408 4.875% 5/20/30 JANUARY GNMA DUE 2/20/25 .00 .00 -290.15 .00 2.98-293.1300 .000000 293.13 080408M .00P 02/20/2025 36225CN28 310 INTEREST EARNED ON G N M A I I #080408 4.875% 5/20/30 $1 PV ON 65.3300 SHARES DUE 2/20/2025 JANUARY GNMA DUE 2/20/25 .00 .00 .00 .00 .00 .0000 .000000 65.33 080408M .00I 02/20/2025 02/20/2025 02/20/2025 36225CNM4 20 PAID DOWN PAR VALUE OF G N M A I I #080395 4.875% 4/20/30 JANUARY GNMA DUE 2/20/25 .00 .00 -31.93 .00 .29-32.2200 .000000 32.22 080395M .00P 02/20/2025 36225CNM4 310 INTEREST EARNED ON G N M A I I #080395 4.875% 4/20/30 $1 PV ON 6.7900 SHARES DUE 2/20/2025 JANUARY GNMA DUE 2/20/25 .00 .00 .00 .00 .00 .0000 .000000 6.79 080395M .00I 02/20/2025 02/20/2025 02/20/2025 36225DCB8 20 PAID DOWN PAR VALUE OF G N M A I I #080965 4.625% 7/20/34 JANUARY GNMA DUE 2/20/25 .00 .00 -141.17 .00 .09-141.2600 .000000 141.26 080965M .00P 02/20/2025 36225DCB8 310 INTEREST EARNED ON G N M A I I #080965 4.625% 7/20/34 $1 PV ON 53.1000 SHARES DUE 2/20/2025 JANUARY GNMA DUE 2/20/25 .00 .00 .00 .00 .00 .0000 .000000 53.10 080965M .00I 02/20/2025 02/20/2025 02/20/2025 59157TPL1 20 MATURED PAR VALUE OF METLIFE SHORT TERM FDG C P 2/20/25 1,000,000 PAR VALUE AT 100 % .00 .00 -999,760.00 .00 .00-1,000,000.0000 1.000000 999,760.00 .00P 02/20/2025 59157TPL1 310 INTEREST EARNED ON METLIFE SHORT TERM FDG C P 2/20/25 $1 PV ON 1000000.0000 SHARES DUE 2/20/2025 1,000,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 240.00 .00I 02/20/2025 02/20/2025 02/20/2025 6698M4PQ9 10 PURCHASED PAR VALUE OF NOVARTIS FIN CORP DISC C P 2/24/25 /J.P. MORGAN SECURITIES LLC/30,000,000 PAR VALUE AT 99.95233333 % .00 .00 29,985,700.00 .00 .00 30,000,000.0000 .999523 -29,985,700.00 .00P 02/20/2025 02/19/2025 02/20/2025 91282CEW7 20 SOLD PAR VALUE OF U S TREASURY NT 3.250% 6/30/27 /BMO-CHICAGO BRANCH/2,000,000 PAR VALUE AT 97.761384 % .00 .00 -2,024,843.75 .00 -69,616.07-2,000,000.0000 .977614 1,955,227.68 UST3227 .00P 02/20/2025 02/20/2025 91282CEW7 301 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 3.250% 6/30/27 .00 .00 .00 .00 .00 .0000 .000000 9,157.46 UST3227 .00I 02/20/2025 02/19/2025 02/20/2025 91282CEW7 20 SOLD PAR VALUE OF U S TREASURY NT 3.250% 6/30/27 /BMO-CHICAGO BRANCH/15,500,000 PAR VALUE AT 97.75781252 % .00 .00 -15,631,210.95 .00 -478,750.01-15,500,000.0000 .977578 15,152,460.94 UST3227 .00P 02/20/2025 02/20/2025 91282CEW7 301 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 3.250% 6/30/27 .00 .00 .00 .00 .00 .0000 .000000 70,970.30 UST3227 .00I 02/20/2025 02/19/2025 02/20/2025 91282CGT2 20 SOLD PAR VALUE OF U S TREASURY NT 3.625% 3/31/28 /BOFA SECURITIES, INC./FXD INC/20,000,000 PAR VALUE AT 98.0625 % .00 .00 -19,977,363.28 .00 -364,863.28-20,000,000.0000 .980625 19,612,500.00 .00P Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 12 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LONG-TERM PORTFOLIO6745046601 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date 02/20/2025 02/20/2025 91282CGT2 301 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 3.625% 3/31/28 .00 .00 .00 .00 .00 .0000 .000000 284,821.43 .00I 02/20/2025 92348KBG7 310 INTEREST EARNED ON VERIZON MASTER TR 4.490% 1/22/29 $1 PV ON 16669.1300 SHARES DUE 2/20/2025 $0.00374/PV ON 4,455,000.00 PV DUE 2/20/25 .00 .00 .00 .00 .00 .0000 .000000 16,669.13 .00I 02/21/2025 02/20/2025 02/21/2025 14043KAK1 10 PURCHASED PAR VALUE OF CAPITAL ONE PRIME 4.760% 8/15/28 /SOGEFRPPHCM SOCIETE GEN PARIS/5,240,000 PAR VALUE AT 100.24218702 % .00 .00 5,252,690.60 .00 .00 5,240,000.0000 1.002422 -5,252,690.60 .00P 02/21/2025 02/21/2025 14043KAK1 300 PAID ACCRUED INTEREST ON PURCHASE OF CAPITAL ONE PRIME 4.760% 8/15/28 .00 .00 .00 .00 .00 .0000 .000000 -4,157.07 .00I 02/21/2025 02/21/2025 02/21/2025 14912DPQ6 10 PURCHASED PAR VALUE OF CATERPILLAR FINL SVCS C P 2/24/25 /BARCLAYS CAPITAL INC. FIXED IN/4,225,000 PAR VALUE AT 99.964 % .00 .00 4,223,479.00 .00 .00 4,225,000.0000 .999640 -4,223,479.00 .00P 02/21/2025 02/21/2025 02/21/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -4,223,479.00 .00 .00-4,223,479.0000 1.000000 4,223,479.00 FGZXX .00P 02/21/2025 02/21/2025 02/21/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -974,426.84 .00 .00-974,426.8400 1.000000 974,426.84 FGZXX .00P 02/21/2025 02/20/2025 02/21/2025 345282AD9 10 PURCHASED PAR VALUE OF FORD CREDIT AT 4.940% 6/15/28 /RBC CAPITAL MARKETS, LLC/4,802,000 PAR VALUE AT 100.1562501 % .00 .00 4,809,503.13 .00 .00 4,802,000.0000 1.001563 -4,809,503.13 .00P 02/21/2025 02/21/2025 345282AD9 300 PAID ACCRUED INTEREST ON PURCHASE OF FORD CREDIT AT 4.940% 6/15/28 .00 .00 .00 .00 .00 .0000 .000000 -3,777.57 .00I 02/21/2025 02/20/2025 02/21/2025 34528QHV9 10 PURCHASED PAR VALUE OF FORD CR FLP MASTER 0.00001% 5/15/28 /WELLS FARGO SECURITIES, LLC/9,000,000 PAR VALUE AT 100.37109378 % .00 .00 9,033,398.44 .00 .00 9,000,000.0000 1.003711 -9,033,398.44 .00P 02/21/2025 02/21/2025 34528QHV9 300 PAID ACCRUED INTEREST ON PURCHASE OF FORD CR FLP MASTER 0.00001% 5/15/28 .00 .00 .00 .00 .00 .0000 .000000 -7,380.00 .00I 02/21/2025 02/20/2025 02/21/2025 361886DK7 10 PURCHASED PAR VALUE OF GMF FLOORPL OWNE 4.680% 11/15/28 /TD SECURITIES (USA) LLC/7,710,000 PAR VALUE AT 100.02734371 % .00 .00 7,712,108.20 .00 .00 7,710,000.0000 1.000273 -7,712,108.20 .00P 02/21/2025 02/21/2025 361886DK7 300 PAID ACCRUED INTEREST ON PURCHASE OF GMF FLOORPL OWNE 4.680% 11/15/28 .00 .00 .00 .00 .00 .0000 .000000 -6,013.80 .00I 02/21/2025 02/20/2025 02/21/2025 448984AD6 10 PURCHASED PAR VALUE OF HYUNDAI AUTO LEASE 4.620% 4/17/28 /TD SECURITIES (USA) LLC/5,000,000 PAR VALUE AT 100.078125 % .00 .00 5,003,906.25 .00 .00 5,000,000.0000 1.000781 -5,003,906.25 .00P 02/21/2025 02/21/2025 448984AD6 300 PAID ACCRUED INTEREST ON PURCHASE OF HYUNDAI AUTO LEASE 4.620% 4/17/28 .00 .00 .00 .00 .00 .0000 .000000 -3,850.00 .00I Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 13 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LONG-TERM PORTFOLIO6745046601 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date 02/21/2025 02/20/2025 02/21/2025 912828Z78 20 SOLD PAR VALUE OF U S TREASURY NT 1.500% 1/31/27 /WELLS FARGO SECURITIES, LLC/11,500,000 PAR VALUE AT 94.88281252 % .00 .00 -11,276,464.84 .00 -364,941.40-11,500,000.0000 .948828 10,911,523.44 .00P 02/21/2025 02/21/2025 912828Z78 301 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.500% 1/31/27 .00 .00 .00 .00 .00 .0000 .000000 10,006.91 .00I 02/21/2025 02/20/2025 02/21/2025 91282CHQ7 20 SOLD PAR VALUE OF U S TREASURY NT 4.125% 7/31/28 /MORGAN STANLEY & CO. LLC/20,000,000 PAR VALUE AT 99.46484375 % .00 .00 -19,670,703.13 .00 222,265.62-20,000,000.0000 .994648 19,892,968.75 UST0028A .00P 02/21/2025 02/21/2025 91282CHQ7 301 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 4.125% 7/31/28 .00 .00 .00 .00 .00 .0000 .000000 47,859.12 UST0028A .00I 02/24/2025 02/24/2025 02/24/2025 14912DPQ6 20 MATURED PAR VALUE OF CATERPILLAR FINL SVCS C P 2/24/25 4,225,000 PAR VALUE AT 100 % .00 .00 -4,223,479.00 .00 .00-4,225,000.0000 1.000000 4,223,479.00 .00P 02/24/2025 14912DPQ6 310 INTEREST EARNED ON CATERPILLAR FINL SVCS C P 2/24/25 $1 PV ON 4225000.0000 SHARES DUE 2/24/2025 4,225,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 1,521.00 .00I 02/24/2025 02/24/2025 02/24/2025 14912DPS2 10 PURCHASED PAR VALUE OF CATERPILLAR FINL SVCS C P 2/26/25 /BOFA SECURITIES, INC./FXD INC/4,450,000 PAR VALUE AT 99.97605551 % .00 .00 4,448,934.47 .00 .00 4,450,000.0000 .999761 -4,448,934.47 .00P 02/24/2025 02/24/2025 02/24/2025 14912DPS2 10 PURCHASED PAR VALUE OF CATERPILLAR FINL SVCS C P 2/26/25 /BOFA SECURITIES, INC./FXD INC/4,450,000 PAR VALUE AT 99.97605551 % .00 .00 4,448,934.47 .00 .00 4,450,000.0000 .999761 -4,448,934.47 .00P 02/24/2025 02/21/2025 02/24/2025 3135G05X7 20 SOLD PAR VALUE OF F N M A 0.375% 8/25/25 /RBOSGB2RTCM ROYAL BK SCTLND GB/4,000,000 PAR VALUE AT 98.019 % .00 .00 -3,981,280.00 .00 -60,520.00-4,000,000.0000 .980190 3,920,760.00 .00P 02/24/2025 02/24/2025 3135G05X7 301 RECEIVED ACCRUED INTEREST ON SALE OF F N M A 0.375% 8/25/25 .00 .00 .00 .00 .00 .0000 .000000 7,458.33 .00I 02/24/2025 02/19/2025 02/24/2025 3137HB3D4 10 PURCHASED PAR VALUE OF F H L M C MLTCL 5.069% 10/25/28 /TD SECURITIES (USA) LLC/10,716,000 PAR VALUE AT 101.25781252 % .00 .00 10,850,787.19 .00 .00 10,716,000.0000 1.012578 -10,850,787.19 FHL5028 .00P 02/24/2025 02/24/2025 3137HB3D4 300 PAID ACCRUED INTEREST ON PURCHASE OF F H L M C MLTCL 5.069% 10/25/28 .00 .00 .00 .00 .00 .0000 .000000 -34,704.06 FHL5028 .00I 02/24/2025 02/19/2025 02/24/2025 3137HBPD0 10 PURCHASED PAR VALUE OF F H L M C MLTCL MTG 5.400% 1/25/29 /TD SECURITIES (USA) LLC/10,000,000 PAR VALUE AT 102.4414063 % .00 .00 10,244,140.63 .00 .00 10,000,000.0000 1.024414 -10,244,140.63 FHL5429 .00P 02/24/2025 02/24/2025 3137HBPD0 300 PAID ACCRUED INTEREST ON PURCHASE OF F H L M C MLTCL MTG 5.400% 1/25/29 .00 .00 .00 .00 .00 .0000 .000000 -34,500.00 FHL5429 .00I 02/24/2025 02/19/2025 02/24/2025 3137HCKV3 10 PURCHASED PAR VALUE OF F H L M C MLTCL MTG 5.180% 3/25/29 /BARCLAYS CAPITAL INC. FIXED IN/XXXX 2,720,000 PAR VALUE AT 101.7421875 % .00 .00 2,767,387.50 .00 .00 2,720,000.0000 1.017422 -2,767,387.50 .00P 02/24/2025 02/24/2025 3137HCKV3 300 PAID ACCRUED INTEREST ON PURCHASE OF F H L M C MLTCL MTG 5.180% 3/25/29 .00 .00 .00 .00 .00 .0000 .000000 -9,001.69 .00I Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 14 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LONG-TERM PORTFOLIO6745046601 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date 02/24/2025 02/19/2025 02/24/2025 3137HDJJ0 10 PURCHASED PAR VALUE OF F H L M C MLTCL MTG 4.803% 5/25/29 /J.P. MORGAN SECURITIES LLC/XXXX 9,000,000 PAR VALUE AT 100.40625 % .00 .00 9,036,562.50 .00 .00 9,000,000.0000 1.004063 -9,036,562.50 .00P 02/24/2025 02/24/2025 3137HDJJ0 300 PAID ACCRUED INTEREST ON PURCHASE OF F H L M C MLTCL MTG 4.803% 5/25/29 .00 .00 .00 .00 .00 .0000 .000000 -27,617.25 .00I 02/24/2025 02/24/2025 02/24/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 5,148,517.51 .00 .00 5,148,517.5100 1.000000 -5,148,517.51 FGZXX .00P 02/24/2025 02/24/2025 02/24/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -5,151,647.77 .00 .00-5,151,647.7700 1.000000 5,151,647.77 FGZXX .00P 02/24/2025 02/24/2025 02/24/2025 6698M4PQ9 20 MATURED PAR VALUE OF NOVARTIS FIN CORP DISC C P 2/24/25 30,000,000 PAR VALUE AT 100 % .00 .00 -29,985,700.00 .00 .00-30,000,000.0000 1.000000 29,985,700.00 .00P 02/24/2025 6698M4PQ9 310 INTEREST EARNED ON NOVARTIS FIN CORP DISC C P 2/24/25 $1 PV ON 30000000.0000 SHARES DUE 2/24/2025 30,000,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 14,300.00 .00I 02/25/2025 05592XAD2 310 INTEREST EARNED ON BMW VEH OWNER TR 5.470% 2/25/28 $1 PV ON 6450.0400 SHARES DUE 2/25/2025 $0.00456/PV ON 1,415,000.00 PV DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 6,450.04 BVO5428 .00I 02/25/2025 02/24/2025 02/24/2025 14912DPS2 10 PURCHASE-REV PAR VALUE OF CATERPILLAR FINL SVCS C P 2/26/25 /BOFA SECURITIES, INC./FXD INC/4,450,000 PAR VALUE AT 99.97605551 % .00 .00 -4,448,934.47 .00 .00-4,450,000.0000 -.999761 4,448,934.47 .00P 02/25/2025 02/24/2025 02/25/2025 3134HA7E7 10 PURCHASED PAR VALUE OF F H L M C 5.125% 2/13/30 /BARCLAYS CAPITAL INC. FIXED IN/5,000,000 PAR VALUE AT 100.383 % .00 .00 5,019,150.00 .00 .00 5,000,000.0000 1.003830 -5,019,150.00 .00P 02/25/2025 02/25/2025 3134HA7E7 300 PAID ACCRUED INTEREST ON PURCHASE OF F H L M C 5.125% 2/13/30 .00 .00 .00 .00 .00 .0000 .000000 -8,541.67 .00I 02/25/2025 3135G05X7 310 INTEREST EARNED ON F N M A 0.375% 8/25/25 $1 PV ON 3945000.0000 SHARES DUE 2/25/2025 .00 .00 .00 .00 .00 .0000 .000000 7,396.88 .00I 02/25/2025 02/24/2025 02/25/2025 3135G06G3 20 SOLD PAR VALUE OF F N M A 0.500% 11/07/25 /CITIGROUP GLOBAL MARKETS INC./5,255,000 PAR VALUE AT 97.393 % .00 .00 -5,236,187.10 .00 -118,184.95-5,255,000.0000 .973930 5,118,002.15 .00P 02/25/2025 02/25/2025 3135G06G3 301 RECEIVED ACCRUED INTEREST ON SALE OF F N M A 0.500% 11/07/25 .00 .00 .00 .00 .00 .0000 .000000 7,882.50 .00I 02/25/2025 3136AJZP4 310 INTEREST EARNED ON F N M A GTD REMIC 1.500% 4/25/29 $1 PV ON 1124.4600 SHARES DUE 2/25/2025 $0.00125/PV ON 899,564.76 PV DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 1,124.46 .00I 02/25/2025 02/25/2025 02/25/2025 3136AJZP4 20 PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.500% 4/25/29 .00 .00 -24,403.38 2,309.58 .00-26,712.9600 .000000 26,712.96 .00P Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 15 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LONG-TERM PORTFOLIO6745046601 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date 02/25/2025 02/25/2025 02/25/2025 31371NUC7 20 PAID DOWN PAR VALUE OF F N M A #257179 4.500% 4/01/28 JANUARY FNMA DUE 2/25/25 .00 .00 -392.11 .00 -21.35-370.7600 .000000 370.76 257179A .00P 02/25/2025 31371NUC7 310 INTEREST EARNED ON F N M A #257179 4.500% 4/01/28 $1 PV ON 9.7500 SHARES DUE 2/25/2025 JANUARY FNMA DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 9.75 257179A .00I 02/25/2025 02/25/2025 02/25/2025 31376KT22 20 PAID DOWN PAR VALUE OF F N M A #357969 5.000% 9/01/35 JANUARY FNMA DUE 2/25/25 .00 .00 -809.83 .00 -56.50-753.3300 .000000 753.33 357969A .00P 02/25/2025 31376KT22 310 INTEREST EARNED ON F N M A #357969 5.000% 9/01/35 $1 PV ON 130.7700 SHARES DUE 2/25/2025 JANUARY FNMA DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 130.77 357969A .00I 02/25/2025 3137BSRE5 310 INTEREST EARNED ON F H L M C MLTCL MTG 3.120% 9/25/26 $1 PV ON 13000.0000 SHARES DUE 2/25/2025 $0.00260/PV ON 5,000,000.00 PV DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 13,000.00 .00I 02/25/2025 02/20/2025 02/25/2025 3137BSRE5 10 PURCHASED PAR VALUE OF F H L M C MLTCL MTG 3.120% 9/25/26 /BARCLAYS CAPITAL INC. FIXED IN/720,259 PAR VALUE AT 97.84375065 % .00 .00 704,728.42 .00 .00 720,259.0000 .978438 -704,728.42 .00P 02/25/2025 02/25/2025 3137BSRE5 300 PAID ACCRUED INTEREST ON PURCHASE OF F H L M C MLTCL MTG 3.120% 9/25/26 .00 .00 .00 .00 .00 .0000 .000000 -1,498.14 .00I 02/25/2025 3137FETN0 310 INTEREST EARNED ON F H L M C MLTCL MT 3.350% 1/25/28 $1 PV ON 15186.6600 SHARES DUE 2/25/2025 $0.00279/PV ON 5,440,000.00 PV DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 15,186.66 FHL0428B .00I 02/25/2025 3137FG6X8 310 INTEREST EARNED ON F H L M C MLTCL MT 3.850% 5/25/28 $1 PV ON 23260.4100 SHARES DUE 2/25/2025 $0.00321/PV ON 7,250,000.00 PV DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 23,260.41 FHL3828B .00I 02/25/2025 02/25/2025 02/25/2025 3138EG6F6 20 PAID DOWN PAR VALUE OF F N M A #AL0869 4.500% 6/01/29 JANUARY FNMA DUE 2/25/25 .00 .00 -57.21 .00 -3.12-54.0900 .000000 54.09 AL0869A .00P 02/25/2025 3138EG6F6 310 INTEREST EARNED ON F N M A #AL0869 4.500% 6/01/29 $1 PV ON 7.4700 SHARES DUE 2/25/2025 JANUARY FNMA DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 7.47 AL0869A .00I 02/25/2025 31394JY35 310 INTEREST EARNED ON F H L M C MLTCL MT 6.49999% 9/25/43 $1 PV ON 1676.1300 SHARES DUE 2/25/2025 $0.00542/PV ON 309,439.58 PV DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 1,676.13 FHL9543 .00I 02/25/2025 02/25/2025 02/25/2025 31394JY35 20 PAID DOWN PAR VALUE OF F H L M C MLTCL MT 6.49999% 9/25/43 .00 .00 -2,110.44 .00 -246.92-1,863.5200 .000000 1,863.52 FHL9543 .00P 02/25/2025 31397QRE0 310 INTEREST EARNED ON F N M A GTD REMIC 2.472% 2/25/41 $1 PV ON 253.4000 SHARES DUE 2/25/2025 $0.00429/PV ON 59,096.75 PV DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 253.40 FNM2841 .00I 02/25/2025 02/25/2025 02/25/2025 31397QRE0 20 PAID DOWN PAR VALUE OF F N M A GTD REMIC 2.472% 2/25/41 .00 .00 -543.39 .00 .17-543.5600 .000000 543.56 FNM2841 .00P Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 16 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LONG-TERM PORTFOLIO6745046601 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date 02/25/2025 02/25/2025 02/25/2025 31403DJZ3 20 PAID DOWN PAR VALUE OF F N M A #745580 5.000% 6/01/36 JANUARY FNMA DUE 2/25/25 .00 .00 -393.14 .00 -27.43-365.7100 .000000 365.71 745580A .00P 02/25/2025 31403DJZ3 310 INTEREST EARNED ON F N M A #745580 5.000% 6/01/36 $1 PV ON 131.8300 SHARES DUE 2/25/2025 JANUARY FNMA DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 131.83 745580A .00I 02/25/2025 02/25/2025 02/25/2025 31403GXF4 20 PAID DOWN PAR VALUE OF F N M A #748678 5.000% 10/01/33 JANUARY FNMA DUE 2/25/25 .00 .00 -3.60 .00 -.25-3.3500 .000000 3.35 748678A .00P 02/25/2025 31403GXF4 310 INTEREST EARNED ON F N M A #748678 5.000% 10/01/33 $1 PV ON 1.7400 SHARES DUE 2/25/2025 JANUARY FNMA DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 1.74 748678A .00I 02/25/2025 02/25/2025 02/25/2025 31406PQY8 20 PAID DOWN PAR VALUE OF F N M A #815971 5.000% 3/01/35 JANUARY FNMA DUE 2/25/25 .00 .00 -343.19 .00 -23.94-319.2500 .000000 319.25 815971A .00P 02/25/2025 31406PQY8 310 INTEREST EARNED ON F N M A #815971 5.000% 3/01/35 $1 PV ON 172.8900 SHARES DUE 2/25/2025 JANUARY FNMA DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 172.89 815971A .00I 02/25/2025 02/25/2025 02/25/2025 31406XWT5 20 PAID DOWN PAR VALUE OF F N M A #823358 6.504% 2/01/35 JANUARY FNMA DUE 2/25/25 .00 .00 -121.28 .00 .96-122.2400 .000000 122.24 823358A .00P 02/25/2025 31406XWT5 310 INTEREST EARNED ON F N M A #823358 6.504% 2/01/35 $1 PV ON 65.3600 SHARES DUE 2/25/2025 JANUARY FNMA DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 65.36 823358A .00I 02/25/2025 02/25/2025 02/25/2025 31407BXH7 20 PAID DOWN PAR VALUE OF F N M A #826080 5.000% 7/01/35 JANUARY FNMA DUE 2/25/25 .00 .00 -95.55 .00 -6.67-88.8800 .000000 88.88 826080A .00P 02/25/2025 31407BXH7 310 INTEREST EARNED ON F N M A #826080 5.000% 7/01/35 $1 PV ON 25.1400 SHARES DUE 2/25/2025 JANUARY FNMA DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 25.14 826080A .00I 02/25/2025 02/25/2025 02/25/2025 31410F4V4 20 PAID DOWN PAR VALUE OF F N M A #888336 5.000% 7/01/36 JANUARY FNMA DUE 2/25/25 .00 .00 -540.82 .00 -37.73-503.0900 .000000 503.09 888336A .00P 02/25/2025 31410F4V4 310 INTEREST EARNED ON F N M A #888336 5.000% 7/01/36 $1 PV ON 215.7200 SHARES DUE 2/25/2025 JANUARY FNMA DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 215.72 888336A .00I 02/25/2025 02/25/2025 02/25/2025 31417YAY3 20 PAID DOWN PAR VALUE OF F N M A #MA0022 4.500% 4/01/29 JANUARY FNMA DUE 2/25/25 .00 .00 -112.61 .00 -6.13-106.4800 .000000 106.48 MA0022A .00P 02/25/2025 31417YAY3 310 INTEREST EARNED ON F N M A #MA0022 4.500% 4/01/29 $1 PV ON 12.1900 SHARES DUE 2/25/2025 JANUARY FNMA DUE 2/25/25 .00 .00 .00 .00 .00 .0000 .000000 12.19 MA0022A .00I 02/25/2025 02/25/2025 02/25/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 573,498.21 .00 .00 573,498.2100 1.000000 -573,498.21 FGZXX .00P 02/25/2025 02/24/2025 02/25/2025 58933YBH7 20 SOLD PAR VALUE OF MERCK CO INC 4.050% 5/17/28 /BARCLAYS CAPITAL INC. FIXED IN/7,000,000 PAR VALUE AT 99.136 % .00 .00 -6,994,864.00 .00 -55,344.00-7,000,000.0000 .991360 6,939,520.00 .00P Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 17 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LONG-TERM PORTFOLIO6745046601 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date 02/25/2025 02/25/2025 58933YBH7 301 RECEIVED ACCRUED INTEREST ON SALE OF MERCK CO INC 4.050% 5/17/28 .00 .00 .00 .00 .00 .0000 .000000 77,175.00 .00I 02/25/2025 02/24/2025 02/25/2025 693475BR5 10 PURCHASED PAR VALUE OF PNC FINL SVCS GROUP 5.582% 6/12/29 /CITIGROUP GLOBAL MARKETS INC./8,000,000 PAR VALUE AT 102.477 % .00 .00 8,198,160.00 .00 .00 8,000,000.0000 1.024770 -8,198,160.00 .00P 02/25/2025 02/25/2025 693475BR5 300 PAID ACCRUED INTEREST ON PURCHASE OF PNC FINL SVCS GROUP 5.582% 6/12/29 .00 .00 .00 .00 .00 .0000 .000000 -90,552.44 .00I 02/25/2025 02/24/2025 02/25/2025 931142ER0 20 SOLD PAR VALUE OF WALMART INC 1.050% 9/17/26 /GOLDMAN SACHS & CO. LLC/1,725,000 PAR VALUE AT 95.186 % .00 .00 -1,721,739.75 .00 -79,781.25-1,725,000.0000 .951860 1,641,958.50 .00P 02/25/2025 02/25/2025 931142ER0 301 RECEIVED ACCRUED INTEREST ON SALE OF WALMART INC 1.050% 9/17/26 .00 .00 .00 .00 .00 .0000 .000000 7,949.37 .00I 02/26/2025 02/26/2025 02/26/2025 14912DPS2 20 MATURED PAR VALUE OF CATERPILLAR FINL SVCS C P 2/26/25 4,450,000 PAR VALUE AT 100 % .00 .00 -4,448,934.47 .00 .00-4,450,000.0000 1.000000 4,448,934.47 .00P 02/26/2025 14912DPS2 310 INTEREST EARNED ON CATERPILLAR FINL SVCS C P 2/26/25 $1 PV ON 4450000.0000 SHARES DUE 2/26/2025 4,450,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 1,065.53 .00I 02/26/2025 02/26/2025 02/26/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -624,925.35 .00 .00-624,925.3500 1.000000 624,925.35 FGZXX .00P 02/26/2025 02/26/2025 02/26/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 72,057.35 .00 .00 72,057.3500 1.000000 -72,057.35 FGZXX .00P 02/26/2025 02/20/2025 02/26/2025 89239NAD7 10 PURCHASED PAR VALUE OF TOYOTA LEASE OWNER 4.750% 2/22/28 /BNP PARIBAS SECURITIES BOND/4,378,000 PAR VALUE AT 99.99869004 % .00 .00 4,377,942.65 .00 .00 4,378,000.0000 .999987 -4,377,942.65 .00P 02/26/2025 02/26/2025 02/26/2025 90477DPT7 10 PURCHASED PAR VALUE OF UNILEVER CAP CORP DISC C P 2/27/25 /J.P. MORGAN SECURITIES LLC/625,000 PAR VALUE AT 99.988056 % .00 .00 624,925.35 .00 .00 625,000.0000 .999881 -624,925.35 .00P 02/27/2025 02/27/2025 02/27/2025 14912DPU7 10 PURCHASED PAR VALUE OF CATERPILLAR FINL SVCS C P 2/28/25 /J.P. MORGAN SECURITIES LLC/625,000 PAR VALUE AT 99.988056 % .00 .00 624,925.35 .00 .00 625,000.0000 .999881 -624,925.35 .00P 02/27/2025 02/27/2025 02/27/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -624,925.35 .00 .00-624,925.3500 1.000000 624,925.35 FGZXX .00P 02/27/2025 02/27/2025 02/27/2025 31846V567 10 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 625,000.00 .00 .00 625,000.0000 1.000000 -625,000.00 FGZXX .00P 02/27/2025 02/27/2025 02/27/2025 90477DPT7 20 MATURED PAR VALUE OF UNILEVER CAP CORP DISC C P 2/27/25 625,000 PAR VALUE AT 100 % .00 .00 -624,925.35 .00 .00-625,000.0000 1.000000 624,925.35 .00P Post Date Trade Date Settle Date SEDOL Type Explanation Comm Fee Fee Cost Gain/Loss Gain/LossUnitsPriceAmount Long TermShort TermMiscSECTranTicker CUSIP Page: Print Date: 18 of 18 03/10/2025 at 9:37:10 am Data From: Thru: 02/01/2025 02/28/2025 Net CashPort P/I OCSD LONG-TERM PORTFOLIO6745046601 U.S. Bank Pivot Transaction History Without Totals By Account Id, Post Date 02/27/2025 90477DPT7 310 INTEREST EARNED ON UNILEVER CAP CORP DISC C P 2/27/25 $1 PV ON 625000.0000 SHARES DUE 2/27/2025 625,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 74.65 .00I 02/28/2025 02/28/2025 02/28/2025 14912DPU7 20 MATURED PAR VALUE OF CATERPILLAR FINL SVCS C P 2/28/25 625,000 PAR VALUE AT 100 % .00 .00 -624,925.35 .00 .00-625,000.0000 1.000000 624,925.35 .00P 02/28/2025 14912DPU7 310 INTEREST EARNED ON CATERPILLAR FINL SVCS C P 2/28/25 $1 PV ON 625000.0000 SHARES DUE 2/28/2025 625,000 PAR VALUE AT 100 % .00 .00 .00 .00 .00 .0000 .000000 74.65 .00I 02/28/2025 02/28/2025 02/28/2025 31846V567 20 SOLD UNITS OF FIRST AM GOVT OB FD CL Z .00 .00 -14,558.42 .00 .00-14,558.4200 1.000000 14,558.42 FGZXX .00P 02/28/2025 91282CFJ5 310 INTEREST EARNED ON U S TREASURY NT 3.125% 8/31/29 $1 PV ON 10250000.0000 SHARES DUE 2/28/2025 .00 .00 .00 .00 .00 .0000 .000000 160,156.25 .00I 02/28/2025 02/27/2025 02/28/2025 93114EQ34 10 PURCHASED PAR VALUE OF WALMART INC DISC COML C P 3/03/25 /J.P. MORGAN SECURITIES LLC/800,000 PAR VALUE AT 99.96433375 % .00 .00 799,714.67 .00 .00 800,000.0000 .999643 -799,714.67 .00P Account Ending Cash Principal Cash: -94,557,450.22 Income Cash: 94,557,450.22 Total Cash: 0.00 * * * * * E n d O f R e p o r t * * * * * BOARD OF DIRECTORS Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4032 Agenda Date:3/26/2025 Agenda Item No:4. FROM:Robert Thompson, General Manager Originator: Kelly A. Lore, Clerk of the Board SUBJECT: COMMITTEE MEETING MINUTES GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Receive and file the following: A. Minutes of the Steering Committee Meeting held January 22, 2025 B. Minutes of the Operations Committee Meeting held February 5, 2025 C. Minutes of the Administration Committee Meeting held February 12, 2025 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 ADDITIONAL INFORMATION The minutes of the Committee meetings are approved at their respective Committees and brought forth to the Board of Directors for receive and file only. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Minutes of the Monthly Committee Meetings Orange County Sanitation District Printed on 3/18/2025Page 1 of 1 powered by Legistar™ Orange County Sanitation District Minutes for the STEERING COMMITTEE Wednesday, January 22, 2025 5:00 PM Huntington Beach Room Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 CALL TO ORDER A regular meeting of the Steering Committee of the Orange County Sanitation District was called to order by Board Chairman Ryan Gallagher on Wednesday, January 22, 2025 at 5:00 p.m. at the Orange County Sanitation District Headquarters. ROLL CALL AND DECLARATION OF QUORUM: The Clerk of the Board declared a quorum present as follows: PRESENT:Ryan Gallagher, Jon Dumitru, Pat Burns, Glenn Grandis, Christine Marick, Chad Wanke and John Withers ABSENT:None 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; Kelly Lore, Clerk of the Board; Mo Abiodun; Daisy Covarrubias; Raul Cuellar; Don Cutler; Justin Fenton; Al Garcia; Tina Knapp; Rob Michaels; Aldwin Ramirez; Kevin Work; and Ruth Zintzun were present in the Huntington Beach Room. OTHERS PRESENT: Scott Smith, General Counsel; Director Bob Ooten, Costa Mesa Sanitary District; Rich Maher, KDM Meridian; Danielle Dychter, Michael Sullivan & Associates; and Phil Lem, Payne & Fears LLP, were present in the Huntington Beach Room. PUBLIC COMMENTS: None. REPORTS: Chair Gallagher and General Manager Rob Thompson did not provide reports. CONSENT CALENDAR: 1. APPROVAL OF MINUTES 2025-4023 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Page 1 of 4 STEERING COMMITTEE Minutes January 22, 2025 Approve minutes of the Regular meeting of the Steering Committee held December 18, 2024. AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Glenn Grandis, Christine Marick, Chad Wanke and John Withers NOES:None ABSENT:None ABSTENTIONS:None NON-CONSENT: 2. GENERAL MANAGER’S FY 2024-2025 WORK PLAN MID-YEAR 2024-3991 UPDATE Originator: Rob Thompson Mr. Thompson provided a brief overview of the General Manager's FY 2024-2025 Work Plan Mid-Year update. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the General Manager’s FY 2024-2025 Work Plan Mid-Year Update. AYES:Ryan Gallagher, Jon Dumitru, Pat Burns, Glenn Grandis, Christine Marick, Chad Wanke and John Withers NOES:None ABSENT:None ABSTENTIONS:None INFORMATION ITEMS: None. DEPARTMENT HEAD REPORTS: None. CLOSED SESSION: CONVENED IN CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTIONS 54956.9(d)(2), 54956.8, 54956.9(d)(1), & 54957(b)(1). The Committee convened in closed session at 5:03 p.m. Confidential minutes of the Closed Sessions have been prepared in accordance with the above Government Code Sections and are maintained by the Clerk of the Board in the Official Book of Confidential Minutes of Board and Committee Closed Session meetings. Page 2 of 4 STEERING COMMITTEE Minutes January 22, 2025 CS-1 CONFERENCE WITH LEGAL COUNSEL RE ANTICIPATED LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(2) 2025-4029 CONVENED IN CLOSED SESSION: Number of Potential Cases: (1) Significant exposure to litigation: Claim of Glenn Suchor. A copy of this claim is on file with the Clerk of the Board and available for public inspection. CS-2 CONFERENCE WITH REAL PROPERTY NEGOTIATORS - GOVERNMENT CODE SECTION 54956.8 2025-4042 CONVENED IN CLOSED SESSION: Property: 18475 Bandilier Circle, Fountain Valley, CA - APN No.156-163-15 Agency negotiators: General Manager Rob Thompson, Assistant General Manager Lorenzo Tyner, and Director of Finance Wally Ritchie. Negotiating parties: Chandler Real Properties Under negotiation: Price and terms of payment CS-3 CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(1) 2025-4062 CONVENED IN CLOSED SESSION: Number of Cases: 2 1. Jose Salcido, Workers’ Compensation Claim, Workers Compensation Appeals Board, Case No. ADJ14774129. 2. David Rodriguez, Workers’ Compensation Claim, Workers Compensation Appeals Board, Case No. ADJ11047084 & ADJ12918127. CS-4 PUBLIC EMPLOYEE PERFORMANCE EVALUATION - GOVERNMENT CODE SECTION 54957(b)(1) 2024-3908 CONVENED IN CLOSED SESSION: Public Employee Performance Evaluation Number of Employees: 1 ·General Counsel Page 3 of 4 STEERING COMMITTEE Minutes January 22, 2025 RECONVENED IN REGULAR SESSION. The Committee reconvened in regular session at 5:56 p.m. CONSIDERATION OF ACTION, IF ANY, ON MATTERS CONSIDERED IN CLOSED SESSION: General Counsel Scott Smith stated there was no reportable action. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: None. ADJOURNMENT: Chair Gallagher declared the meeting adjourned at 5:57 p.m. to the next Regular Steering Committee meeting to be held on Wednesday, February 26, 2025 at 5:00 p.m. Submitted by: __________________ Kelly A. Lore, MMC Clerk of the Board Page 4 of 4 Orange County Sanitation District Minutes for the OPERATIONS COMMITTEE Wednesday, February 5, 2025 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, February 5, 2025 at 5:00 p.m. in the Orange County Sanitation District Headquarters. Board Vice-Chair Jon Dumitru led the pledge of allegiance. ROLL CALL AND DECLARATION OF QUORUM: Assistant Clerk of the Board Tina Knapp declared a quorum present as follows: PRESENT:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey, Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie Peat (Alternate) ABSENT:Johnathan Ryan Hernandez and Carlos Leon 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; Tina Knapp, Assistant Clerk of the Board; Mo Abiodun; Jon Bradley; Yiping Cao; Jackie Castro; Sam Choi; Raul Cuellar; Don Cutler; Rhea de Guzman; Thys DeVries; Martin Dix; Justin Fenton; Al Garcia; David Haug; Tom Meregillano; Nick Oswald; Becky Polcyn; Giti Radvar; Aldwin Ramirez; Valerie Ratto; Kevin Schuler; Dan Stokes; Thomas Vu; Brian Waite; Kevin Work; and Ruth Zintzun were present in the Board Room. OTHERS PRESENT: Scott Smith, General Counsel, was present in the Board Room. PUBLIC COMMENTS: None. Ms. Knapp indicated that Late Communication pertaining to Agenda Item Nos. 8 and 9 was received after the publication of the agenda and was distributed to the Committee and made available to the public. REPORTS: Chair Burns advised the Committee that all new Board Members will be receiving an OC San polo shirt and indicated that a sample shirt and signup sheet was available at the back of the Page 1 of 6 OPERATIONS COMMITTEE Minutes February 5, 2025 room. He further asked that Board Members contact the Clerk of the Board with any questions or to place an order after tonight. Chair Burns also reminded the Committee of the Special Board of Directors meeting being held on Wednesday, February 19, 2025 at 5:00 p.m. for the purpose of the second part of Board orientation. General Manager Rob Thompson did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES 2025-4020 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the Regular meeting of the Operations Committee held December 4, 2024. AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey, Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie Peat (Alternate) NOES:None ABSENT:Johnathan Ryan Hernandez and Carlos Leon ABSTENTIONS:None 2. MAIN SEWAGE PUMP NO. 1 AND SPARE SEWAGE PUMP REPAIR AT PLANT NO. 2 (MP2-018), SPECIFICATION NO. S-2024-652BD 2025-4046 Originator: Riaz Moinuddin MOVED, SECONDED, AND DULY CARRIED TO: 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%). AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey, Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie Peat (Alternate) NOES:None ABSENT:Johnathan Ryan Hernandez and Carlos Leon ABSTENTIONS:None Page 2 of 6 OPERATIONS COMMITTEE Minutes February 5, 2025 3. QUARTERLY ODOR COMPLAINT REPORT 2025-4068 Originator: Riaz Moinuddin MOVED, SECONDED, AND DULY CARRIED TO: Receive and file the Fiscal Year 2024-25 Second Quarter Odor Complaint Report. AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey, Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie Peat (Alternate) NOES:None ABSENT:Johnathan Ryan Hernandez and Carlos Leon ABSTENTIONS:None 4. SEWER PIPELINE CCTV INSPECTION SERVICES, SPECIFICATION NO. S-2024-642BD 2025-4075 Originator: Riaz Moinuddin MOVED, SECONDED, AND DULY CARRIED TO: 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%). AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey, Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie Peat (Alternate) NOES:None ABSENT:Johnathan Ryan Hernandez and Carlos Leon ABSTENTIONS:None 5. COATING AND CORROSION MANAGEMENT ASSESSMENT STAFFING SUPPORT SERVICES, SPECIFICATION NO. CS-2024-645BD 2025-4053 Originator: Mike Dorman MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Page 3 of 6 OPERATIONS COMMITTEE Minutes February 5, 2025 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%). AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey, Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie Peat (Alternate) NOES:None ABSENT:Johnathan Ryan Hernandez and Carlos Leon ABSTENTIONS:None 6. CONTROL ROOM RECONFIGURATION AT PLANT NO. 1, CONTRACT NO. J-120A 2025-4060 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 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%). AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey, Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie Peat (Alternate) NOES:None ABSENT:Johnathan Ryan Hernandez and Carlos Leon ABSTENTIONS:None 7. CENGEN AND 12KV SERVICE CENTER SWITCHGEAR BATTERY SYSTEM UPGRADES AT PLANT NO. 1, PROJECT NO. FR1-0005 2025-4084 Originator: Mike Dorman Page 4 of 6 OPERATIONS COMMITTEE Minutes February 5, 2025 MOVED, SECONDED, AND DULY CARRIED TO: 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%). AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey, Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie Peat (Alternate) NOES:None ABSENT:Johnathan Ryan Hernandez and Carlos Leon ABSTENTIONS:None NON-CONSENT: 8. HVAC REPLACEMENT FOR PLANT NO. 2 CENTRIFUGE BUILDING, OPERATIONS BUILDING, AND BITTER POINT PUMP STATION, PROJECT NO. SC22-02 2024-3409 Originator: Mike Dorman Director of Engineering Mike Dorman provided a verbal report of the item. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: 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%). AYES:Debbie Baker, Pat Burns, Doug Chaffee, Jon Dumitru, Ryan Gallagher, Stephanie Klopfenstein, Lisa Landau, Tom Lindsey, Robert Ooten, Jaime Valencia, Lamiya Hoque (Alternate) and Bonnie Peat (Alternate) NOES:None ABSENT:Johnathan Ryan Hernandez and Carlos Leon ABSTENTIONS:None Page 5 of 6 OPERATIONS COMMITTEE Minutes February 5, 2025 INFORMATION ITEMS: 9. MID-YEAR FINANCIAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 2024 2025-4047 Originator: Wally Ritchie Director of Finance Wally Ritchie introduced the item and then introduced Finance Manager Ruth Zintzun, who provided a presentation on the Mid-Year Financial Report. The presentation covered an overview of the budget cycle, revenue, operating budget, operating detail, the Capital Improvement Program, outstanding debt, and next steps. ITEM RECEIVED AS AN: Information Item. DEPARTMENT HEAD REPORTS: Mr. Dorman reported that two bids were received in response to the Bay Bridge Pump Station Replacement solicitation and, due to timing, approval of the award will proceed directly to the Board of Directors later this month. Mr. Dorman also reported that approximately 100 people attended the recent market sounding event held last week for the Progressive Design-Build Ocean Outfalls Rehabilitation project (J-137) and staff feels this was a successful turnout. CLOSED SESSION: None. 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 5:12 p.m. to the next Special Operations Committee meeting to be held on Wednesday, March 5, 2025 at 4:00 p.m. Submitted by: _____________________ for Tina Knapp, MMC Assistant Clerk of the Board Page 6 of 6 Orange County Sanitation District Minutes for the ADMINISTRATION COMMITTEE Wednesday, February 12, 2025 5:00 PM Board Room Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 CALL TO ORDER A regular meeting of the Administration Committee of the Orange County Sanitation District was called to order by Committee Chairwoman Christine Marick on Wednesday, February 12, 2025 at 5:01 p.m. in the Orange County Sanitation District Headquarters. Director Jordan Wu 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:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Chad Wanke, Erik Weigand, John Withers and Jordan Wu ABSENT:None 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; Mo Abiodun; Cheri Calisang; Yiping Cao; Morty Caparas; Sam Choi; Daisy Covarrubias; Rhea De Guzman; Thys DeVries; Al Garcia; Mark Kawamoto; Tina Knapp; Rebecca Long; Tom Meregillano; Rob Michaels; Don Stokes; Thomas Vu; Kevin Work; and Ruth Zintzun were present in the Board Room. OTHERS PRESENT: Scott Smith, General Counsel; Ben Wong, Alternate Director, City of Seal Beach; Cori Takkinen and Eric O’Donnell, Townsend Public Affairs; and Jason Celente and Dave Witthohn, Insight North America, were present in the Board Room. PUBLIC COMMENTS: None. REPORTS: Chair Marick advised the Committee that all new Board Members would be receiving an OC San polo shirt and noted that a sample shirt and signup sheet were available at the back of the room. She further requested that Board Members contact the Clerk of the Board with any questions or to place an order after the meeting. Chair Marick also reminded the Committee of the Special Board of Directors meeting scheduled for Wednesday, February 19, 2025, at Page 1 of 7 ADMINISTRATION COMMITTEE Minutes February 12, 2025 5:00 p.m. for the second part of Board orientation. Lastly, she informed the Committee that next month, the Administration Committee would meet at a special time, 4:00 p.m., here at Headquarters. This will be followed by a tour of Plant No. 1, and the regular meeting will begin at 5:00 p.m. General Manager Rob Thompson did not provide a report. Assistant General Manager Lorenzo Tyner provided an update regarding the RFP issued in October for Janitorial Services for Headquarters and Plants Nos. 1 and 2. He stated that six proposals were received, two of which were deemed non-responsive. A selection was made however, a protest was received. Mr. Tyner stated that the matter is currently being reviewed and will be resolved after this meeting and as a result, this item will bypass the Committee and be presented directly to the Board. CONSENT CALENDAR: 1. APPROVAL OF MINUTES 2025-4022 Originator: Kelly Lore MOVED, SECONDED, AND DULY CARRIED TO: Approve minutes of the Regular meeting of the Administration Committee held December 11, 2024. AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Chad Wanke, John Withers and Jordan Wu NOES:None ABSENT:Melinda Liu ABSTENTIONS:Erik Weigand At the request of Committee Vice-Chairman Glenn Grandis Item No. 2 was pulled and heard separately. 2. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST 2025-4085 Originator: Wally Ritchie MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Page 2 of 7 ADMINISTRATION COMMITTEE Minutes February 12, 2025 A. Receive and file Orange County Sanitation District purchases made under the General Manager’s authority for the period of October 1, 2024 to December 31, 2024; and B. Approve the following additions to the pre-approved Original Equipment Manufacturers (OEM) Sole Source List: ·OVIVO - All Ovivo Parts and Equipment Used in Water and Wastewater Treatment Processes AYES:Jon Dumitru, Ryan Gallagher, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Chad Wanke, Erik Weigand, John Withers and Jordan Wu NOES:None ABSENT:Melinda Liu ABSTENTIONS:None RECUSED:Glenn Grandis 3. PUBLIC AFFAIRS UPDATE FOR THE MONTHS OF DECEMBER 2024 AND JANUARY 2025 2025-4088 Originator: Jennifer Cabral MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Public Affairs Update for the months of December 2024 and January 2025. AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Chad Wanke, Erik Weigand, John Withers and Jordan Wu NOES:None ABSENT:Melinda Liu ABSTENTIONS:None 4. LANDSCAPE MAINTENANCE SERVICES, SPECIFICATION NO. S-2024-640BD 2025-4051 Originator: Lorenzo Tyner MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Page 3 of 7 ADMINISTRATION COMMITTEE Minutes February 12, 2025 A. Approve a General Services Contract to Tropical Plaza Nursery, Inc., for Landscape Maintenance Services, Specification No. S-2024-640BD, for a total annual amount not to exceed $239,589, with four (4) one-year renewal options; and B. Approve an annual contingency of $23,959 (10%). AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Chad Wanke, Erik Weigand, John Withers and Jordan Wu NOES:None ABSENT:Melinda Liu ABSTENTIONS:None NON-CONSENT: Director Melinda Liu arrived at the meeting at 5:15 p.m., Director John Withers left the room at 5:19 p.m., and Director Chad Wanke left the room at 5:21 p.m. 5.LEGISLATIVE AFFAIRS UPDATE FOR THE MONTHS OF DECEMBER 2024 AND JANUARY 2025 2025-4087 Originator: Jennifer Cabral Director of Communications Jennifer Cabral introduced the item and introduced Townsend Public Affairs Director Eric O'Donnell, who provided a PowerPoint presentation on the State Legislative Update. The presentation covered the Sacramento Legislative Overview, the Governor's January budget proposal, key issues for 2025, AB 259 (Rubio) - Teleconferencing, 2025 legislative concepts, and the bid advertising reform. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Legislative Affairs Update for the months of December 2024 and January 2025. AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Erik Weigand and Jordan Wu NOES:None ABSENT:Chad Wanke and John Withers ABSTENTIONS:None Page 4 of 7 ADMINISTRATION COMMITTEE Minutes February 12, 2025 6. MID-YEAR FINANCIAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 2024 2024-3825 Originator: Wally Ritchie Director of Finance Wally Ritchie introduced the item and introduced Finance Manager Ruth Zintzun, who provided a PowerPoint presentation on the Mid-Year Financial Report. The presentation covered an overview of the budget cycle, revenue, the operating budget, operating detail, the Capital Improvement Program, outstanding debt, and next steps. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Receive and file the Orange County Sanitation District Mid-Year Financial Report for the period ended December 31, 2024. AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Erik Weigand and Jordan Wu NOES:None ABSENT:Chad Wanke and John Withers ABSTENTIONS:None Director Wanke and Director Withers returned to the room at 5:32 p.m. 7. ACCEPTANCE OF CREDIT CARDS AND DEBIT CARDS AS FORMS OF PAYMENT 2024-3993 Originator: Wally Ritchie Ms. Zintzun gave a brief verbal report of the item. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Adopt Resolution No. OC SAN 25-XX entitled: “A Resolution of the Board of Directors of the Orange County Sanitation District Authorizing Acceptance of Credit Cards and Debit Cards as Payment for OC San Fees and Charges”. AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Chad Wanke, Erik Weigand, John Withers and Jordan Wu NOES:None ABSENT:None ABSTENTIONS:None Page 5 of 7 ADMINISTRATION COMMITTEE Minutes February 12, 2025 8. FLEET CUSTOM EQUIPMENT REPLACEMENT 2025-4052 Originator: Lorenzo Tyner Mr. Tyner introduced the item and introduced Maintenance Manager Don Stokes, who provided a PowerPoint presentation on the Fleet Custom Equipment Replacement - Pull Rig. The presentation included an overview of what a pull rig is, its working components, and how it operates. MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Approve an Equipment and Services Contract to Idaho Truck Specialties, LLC DBA Cobalt Truck Equipment, for the Collections Pull Rig Project, to provide a custom-built replacement piece of equipment (Unit) that is similar in nature to the existing Pull Rig equipment in operation, for a total amount not to exceed $247,621, to be completed within three hundred sixty five (365) calendar days from the effective date of the Notice to Proceed; B. Approve two (2) optional one-year renewals, each for a total amount not to exceed $247,621, with an application of annual adjustment based on the Consumer Price Index (CPI) for Nevada not to exceed 3.5% per year; and C. Approve a total contingency of $148,573 (20%). AYES:Jon Dumitru, Ryan Gallagher, Glenn Grandis, Melinda Liu, Christine Marick, Jose Medrano, Jordan Nefulda, Andrew Nguyen, David Shawver, Chad Wanke, Erik Weigand, John Withers and Jordan Wu NOES:None ABSENT:None ABSTENTIONS:None INFORMATION ITEMS: 9. INVESTMENT PERFORMANCE RESULTS 2024-3826 Originator: Wally Ritchie Mr. Witchie briefly introduced the item, and Ms. Zintzun provided additional information and context for the presentation. She then turned the presentation over to Insight North America Senior Portfolio Specialists Dave Witthohn and Jason Celente, who provided an overview of the investment performance results. ITEM RECEIVED AS AN: Information Item. Page 6 of 7 ADMINISTRATION COMMITTEE Minutes February 12, 2025 DEPARTMENT HEAD REPORTS: None. CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. BOARD OF DIRECTORS INITIATED ITEMS FOR A FUTURE MEETING: Director Erik Weigand requested that staff study a sharing agreement between the Orange County Sanitation District (OC San) and the Orange County Water District (OCWD) regarding the use of the OC San shuttle bus, to allow for more tours at OCWD showcasing GWRS. He left it to staff's discretion whether the item returns to this Committee or goes to the GWRS Steering Committee. ADJOURNMENT: Chair Marick declared the meeting adjourned at 6:03 p.m. to the next Special Administration Committee meeting to be held on Wednesday, March 12, 2025 at 4:00 p.m. Submitted by: _____________________ Jackie Castro, CMC Assistant Clerk of the Board Page 7 of 7 OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4154 Agenda Date:3/26/2025 Agenda Item No:5. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1, PROJECT NO. FR1-0022 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: A. Receive and file Bid Tabulation and Recommendation for Back-up Power for Laboratory Equipment at Plant No. 1, Project No. FR1-0022; B. Award a Construction Contract Agreement to LEED Electric, Inc., for Back-up Power for Laboratory Equipment at Plant No. 1, Project No. FR1-0022, for a total amount not to exceed $133,000; and C. Approve a contingency of $13,300 (10%). BACKGROUND The Orange County Sanitation District’s (OC San)laboratory conducts over 100,000 tests annually using advanced instruments critical for regulatory compliance,operations,and resource protection. Some essential equipment currently lacks back-up power,posing risks of data loss,regulatory noncompliance,and costly equipment damage during outages.Due to the sensitivity of these instruments,sudden power loss can cause irreversible damage and disrupt essential operations. Failure to meet NPDES compliance monitoring could result in enforcement actions and fines of up to $25,000 per violation. RELEVANT STANDARDS ·Comply with California Public Contract Code Section 20103.8,award construction contract to lowest responsive, responsible bidder ·Commitment to safety & reducing risk in all operations PROBLEM OC San was previously unsuccessful in obtaining any bids during the initial advertisement held in 2023. Orange County Sanitation District Printed on 3/18/2025Page 1 of 3 powered by Legistar™ File #:2025-4154 Agenda Date:3/26/2025 Agenda Item No:5. PROPOSED SOLUTION Award a Negotiated Procurement for a Construction Contract Agreement in accordance with Ordinance No.OC SAN-61 to LEED Electric,Inc.,for Back-up Power for Laboratory Equipment at Plant No.1,Project No.FR1-0022.This project will install a new power distribution panel and lab receptacles to ensure reliable backup power for the laboratory’s critical equipment. TIMING CONCERNS The timely approval of this contract will ensure the laboratory’s compliance equipment is protected with back-up power. RAMIFICATIONS OF NOT TAKING ACTION If the project does not proceed,sensitive analytical instrumentation will continue to be vulnerable to power supply interruptions. PRIOR COMMITTEE/BOARD ACTIONS November 2023 -Authorized the Purchasing Manager to conduct a Negotiated Procurement for a construction contract for Back-up Power for Laboratory Equipment at Plant No.1,Project No.FR1- 0022,in accordance with Ordinance No.OC SAN-61;Article 5,Public Works Projects;Section 5.02, Selection Process; A, Design-Bid-Build; (1) Competitive Sealed Bids; Sub-section (d), No Bids. ADDITIONAL INFORMATION As recommended and approved at the November 15,2023 Board of Directors Meeting,OC San contacted the following Contractors to provide bids for Project No. FR1-0022: •Avram Electric Co. •J. R. Filanc Construction Company, Inc. •LEED Electric, Inc. •Mass Electric Construction Co. •Shimmick On November 21, 2024, OC San received one bid. A summary of the bid opening is as follows: Engineer’s Estimate $ 57,000 Bidder Amount of Bid LEED Electric, Inc.$ 133,000 The bid was evaluated per OC San’s policies and procedures,and negotiations were subsequently conducted with LEED Electric,Inc.LEED Electric,Inc.submitted a bid for $140,942.Following negotiations,a best and final offer of $133,000 was submitted.The internal estimate was revised to $113,000 after the negotiation/field walk took place.The initial engineer’s estimate did not account for fire alarm shutdown coordination efforts,necessary coring,and rebar scanning.The difference between OC San’s updated estimate and LEED Electric,Inc.’s negotiated amount is due to the level Orange County Sanitation District Printed on 3/18/2025Page 2 of 3 powered by Legistar™ File #:2025-4154 Agenda Date:3/26/2025 Agenda Item No:5. between OC San’s updated estimate and LEED Electric,Inc.’s negotiated amount is due to the level of effort required to route the conduit in the difficult access areas. A notice was sent to the bidder on February 12,2025,informing them of the intent of OC San staff to recommend award of the Construction Contract Agreement to LEED Electric, Inc. Staff recommends awarding a Construction Contract Agreement to LEED Electric,Inc.,the lowest responsive and responsible bidder. 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 Construction Contract Agreement. FINANCIAL CONSIDERATIONS This request complies with the authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 5,Page 3,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: ·Construction Contract Agreement DB:lb Orange County Sanitation District Printed on 3/18/2025Page 3 of 3 powered by Legistar™ C-CA-071223 PART A CONTRACT AGREEMENT C-CA-071223 TABLE OF CONTENTS CONTRACT AGREEMENT SECTION – 1 GENERAL ......................................................................................... 1 SECTION – 2 MATERIALS AND LABOR ................................................................. 4 SECTION – 3 PROJECT .......................................................................................... 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 ............................................................................ 11 SECTION – 16 INSURANCE .................................................................................... 12 SECTION – 17 RISK AND INDEMNIFICATION ....................................................... 20 SECTION – 18 TERMINATION ................................................................................ 21 SECTION – 19 WARRANTY .................................................................................... 21 SECTION – 20 ASSIGNMENT ................................................................................. 22 SECTION – 21 RESOLUTION OF DISPUTES ........................................................ 22 SECTION – 22 SAFETY & HEALTH ........................................................................ 22 SECTION – 23 NOTICES ......................................................................................... 23 CONFORMED C-CA-071223 PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 1 of 24 CONTRACT AGREEMENT ORANGE COUNTY SANITATION DISTRICT PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 THIS CONTRACT AGREEMENT (Contract Agreement) is made and entered into, to be effective, this March 26, 2025, by and between LEED Electric, 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 “Contract Documents” refers to those documents identified in the definition of “Contract Documents” in the General Conditions, “Definitions”. C-CA-071223 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 2 of 24 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 directed. Full-size details shall take precedence over scale Drawings as to CONFORMED C-CA-071223 PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 3 of 24 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-071223 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 4 of 24 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: PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 CONFORMED C-CA-071223 PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 5 of 24 SECTION – 4 PLANS AND SPECIFICATIONS The Work to be done is shown in a set of Plans and Specifications entitled: PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT 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 three hundred sixty five (365) 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 five (5) calendar days determined by OC SAN likely to be inclement weather when CONTRACTOR will be unable to work. 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 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, C-CA-071223 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 6 of 24 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, 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. CONFORMED C-CA-071223 PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 7 of 24 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 Hundred Thirty-Three Thousand Dollars ($133,000) as itemized on the attached Exhibit “A”. Upon satisfaction of the conditions precedent to payment set forth in the General Requirements, Additional General Requirements, and General Conditions (including but not limited to Sections entitled “Mobilization Payment Requirements” and “Payment C-CA-071223 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 8 of 24 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. 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.). CONFORMED C-CA-071223PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 9 of 24 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, 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. C-CA-071223 CONFORMED PROJECT NO. FR1-0022BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 10 of 24 SECTION – 14 CONTRACTOR’S EMPLOYEES COMPENSATION A.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 per diem wages at its principal office and at each job site, which shall be made available to any interested party upon request. B.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. C.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. CONFORMED C-CA-071223PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 11 of 24 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 calendar week by each worker employed by CONTRACTOR in connection with the Project. D. Workday: 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 E.Registration; Record of Wages; Inspection: C-CA-071223 CONFORMED PROJECT NO. FR1-0022BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 12 of 24 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 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 CONFORMED C-CA-071223PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 13 of 24 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 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 C-CA-071223 CONFORMED PROJECT NO. FR1-0022BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 14 of 24 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. 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 CONFORMED C-CA-071223PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 15 of 24 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 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 C-CA-071223 CONFORMED PROJECT NO. FR1-0022BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 16 of 24 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 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 insurer assuming its defense and/or indemnity has been satisfied. CONTRACTOR shall be responsible to pay any deductible or SIR. CONFORMED C-CA-071223PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 17 of 24 ($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 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 C-CA-071223 CONFORMED PROJECT NO. FR1-0022BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 18 of 24 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 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 CONFORMED C-CA-071223PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 19 of 24 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. 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 C-CA-071223 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 20 of 24 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 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, CONFORMED C-CA-071223 PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 21 of 24 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 Contract 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”. 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 C-CA-071223 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 22 of 24 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. 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. CONFORMED C-CA-071223PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 23 of 24 SECTION – 23 NOTICES Any notice required or permitted under this Contract shall be served by personal delivery or by certified mail, return receipt requested, at the address set forth below. Unless specified elsewhere in the Contract Documents or otherwise required by law, any notice may alternatively be given by electronic telecommunication to the email address set forth below. Any party whose address changes shall notify the other party in writing. 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: Seyed A. Jamali Dinan, Chief Executive Officer LEED Electric, Inc. 13138 Arctic Circle Santa Fe Springs, CA 90670 sjamali@leedelectric.com estimating@leedelectric.com C-CA-071223 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 24 of 24 IN WITNESS WHEREOF, the parties hereto have executed this Contract Agreement as the date first hereinabove written. CONTRACTOR: LEED Electric, Inc. 13138 Arctic Circle Santa Fe Springs, CA 90670 By______________________________ Date _________________ ______________________________ Printed Name Its______________________________ CONTRACTOR’s State License No. 379096 (Expiration Date – 7/31/2025) 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 CONFORMED C-EXA-062221 PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 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 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 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. CONFORMED C-EXA-062221 PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 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 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 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 CONFORMED C-EXA-062221 PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 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: C-EXA-062221 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 6 of 8 1. The true and correct amount payable for the Work is different from that previously accepted; 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. CONFORMED C-EXA-062221 PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 7 of 8 ATTACHMENT 1 – CERTIFICATION FOR REQUEST FOR PAYMENT I hereby certify under penalty of perjury as follows: That the claim for payment is in all respects true, correct; that the services mentioned herein were actually rendered and/or supplies delivered to OC SAN in accordance with the Contract. I understand that it is a violation of both the federal and California False Claims Acts to knowingly present or cause to be presented to OC SAN a false claim for payment or approval. A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Act and State of California False Claims Act are non-exclusive, and are in addition to any other remedies which OC SAN may have either under contract or law. I hereby further certify, to the best of my knowledge and belief, that: 1. The amounts requested are only for performance in accordance with the Specifications, terms, and conditions of the Contract; 2. Payments to Subcontractors and Suppliers have been made from previous payments received under the Contract, and timely payments will be made from the proceeds of the payment covered by this certification; 3. This request for progress payments does not include any amounts which the prime CONTRACTOR intends to withhold or retain from a Subcontractor or Supplier in accordance with the terms and conditions of the subcontract; and 4. This certification is not to be construed as Final Acceptance of a Subcontractor’s performance. _________________________________________ Name _________________________________________ Title _________________________________________ Date C-EXA-062221 CONFORMED PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT AT PLANT NO. 1 Page 8 of 8 ATTACHMENT 2 – SCHEDULE OF PRICES See next pages from the Bid Submittal Forms (LEED Electric, Inc.) BF-14 Schedule of Prices, Pages 1-2 BF-14 SCHEDULE OF PRICES C-BF-040323 PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT 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 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 Instruction to Bidders, Discrepancy in Bid Items, 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, 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. LEED Electric, Inc. BF-14 SCHEDULE OF PRICES C-BF-040323 PROJECT NO. FR1-0022 BACK-UP POWER FOR LABORATORY EQUIPMENT 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 Total Price 1. Mobilization: Work under this item shall include all labor, equipment, materials, and services necessary as described in Specifications Section 01155 and in conformance with the Contract Documents for the lump sum price of… Lump Sum 1 = $5,000 2. Permits: Allowance for permits as described in Specifications Section 01155 and in conformance with the Contract Documents and Specifications Section 01150, and other fees and charges required to complete the Work. Allowance 1 = $3,000 3. All other portions of Work set forth in the Contract Documents except for the Work performed in Bid Item Nos. 1 & 2: Work under this item shall include all labor, equipment, materials, and services necessary for all other Work not specified in Bid Item Nos. 1 & 2, as described in Specifications Section 01155 and in conformance with the Contract Documents for the lump sum price of… Lump Sum 1 = TOTAL AMOUNT OF BID (BASIS OF AWARD ) $__________________ LEED Electric, Inc. $125,000 133,000.00 OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4155 Agenda Date:3/26/2025 Agenda Item No:6. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: DIGITAL ASSET MANAGEMENT STUDY, PROJECT NO. PS23-04 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: A. Approve a Professional Services Agreement with Black & Veatch Corporation to provide engineering services for the Digital Asset Management Study, Project No. PS23-04, for an amount not to exceed $799,917; and B. Approve a contingency of $79,992 (10%). BACKGROUND The Orange County Sanitation District (OC San)has an asset management program that aligns with our Strategic Plan and supports the budgeting process.The mission of OC San’s asset management program is to ensure OC San’s infrastructure is safe and reliable to meet our level of service goals and permit compliance obligations. As part of this program,the Engineering Department’s Asset Management Team develops an annual Asset Management Plan (AMP).The AMP presents key issues and concerns within Reclamation Plant Nos.1 and 2 and throughout the collection system.The AMP summarizes the condition and remaining useful life of OC San’s major assets,and documents the short-,medium-,and long-term plan for each area.The annual update of the AMP ensures the mission,key objectives,and goals of the program are being met. RELEVANT STANDARDS ·Maintain a proactive asset management program ·Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard ·24/7/365 treatment plant reliability ·Protect OC San assets Orange County Sanitation District Printed on 3/18/2025Page 1 of 5 powered by Legistar™ File #:2025-4155 Agenda Date:3/26/2025 Agenda Item No:6. PROBLEM Developing the AMP involves collecting and analyzing data from multiple resources including the computerized maintenance management software (Maximo®),the process control software,major equipment dashboards,condition assessment reports,and condition monitoring reports.Collecting the asset information to produce a robust and comprehensive AMP takes considerable time and resources much of which cannot be currently automated.Additionally,project prioritization and timing are currently based on estimating assets’remaining useful life (RUL)and does not necessarily consider risk or consequence of failure.Further developing this will improve the Capital Improvement Program (CIP) and small project delivery planning processes. PROPOSED SOLUTION Conduct a study to enhance asset tracking,develop business intelligence (BI)solutions,and create a robust risk assessment framework.The study will produce a comprehensive digital and dynamic asset management program supported by Power BI dashboards and a risk assessment framework that will allow more accurate asset health and RUL estimations,improve collaboration and decision making, and better optimize project planning. TIMING CONCERNS Initiating this study now is critical to improving the efficiency and quality of the asset management program and will improve long range planning of OC San’s CIP and small project delivery. RAMIFICATIONS OF NOT TAKING ACTION Not proceeding with this study will limit the ability of OC San’s Asset Engineers to leverage more information systems to spot trends and manage risk for OC San’s asset management program to further improve asset reliability and performance,reduce operations and maintenance costs,and optimize internal resource utilization. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION Consultant Selection: OC San advertised for proposals for Digital Asset Management Study,Project No.PS23-04 on August 28,2024.The following evaluation criteria were described in the RFP and used to determine the most qualified Consultant. Criterion Weighting Project Understanding and Approach 40% Related Project Experience 35% Project Team and Staff Qualifications 25% Ten proposals were received on October 8,2024,and evaluated in accordance with the evaluation Orange County Sanitation District Printed on 3/18/2025Page 2 of 5 powered by Legistar™ File #:2025-4155 Agenda Date:3/26/2025 Agenda Item No:6. Ten proposals were received on October 8,2024,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;one Engineering Supervisor,one Senior Engineer,and One Maintenance Superintendent.The Evaluation Team also included one non-voting representative from the Contracts Administration Division. The Evaluation Team scored the proposal on the established criteria as summarized in the table below: Proposer Project Understanding and Approach (Max. 40 Points) Related Project Experience (Max. 35 Points) Project Team and Staff Qualifications (Max. 25 Points) Total Score (Max. 100 Points) Arcadis US Inc.29 23 18 70 Arup North America Inc.20 9 10 39 Black & Veatch Corporation 32 27 20 79 GHD Inc.24 20 15 59 Hazen & Sawyer 33 27 18 78 HDR Engineering Inc.28 26 19 73 Kennedy/Jenks Consultants 25 23 15 63 Mott MacDonald 17 11 11 39 Procon Consulting LLC 17 9 9 35 Stantec Consulting Services Inc. 23 21 16 60 Based on this scoring,four Consultants were shortlisted for interview on November 20,2024. Following the interview,each member of the Evaluation Team scored the Consultants based on both the proposals and interviews using the evaluation criteria and weighting described above.Black & Veatch Corporation was selected as the most qualified Consultant based on the final scores presented below. Proposer Reviewer Total Score (Max. 100 Points) 1 2 3 Arcadis US Inc.70 70 74 72 Black & Veatch Corporation 90 90 80 87 Hazen & Sawyer 78 67 71 73 HDR Engineering Inc.84 84 80 83 Black &Veatch Corporation had the highest ranked project understanding and approach,a comprehensive list of relevant projects including several in Southern California,and a highly qualified project team that performed well during the interview. Orange County Sanitation District Printed on 3/18/2025Page 3 of 5 powered by Legistar™ File #:2025-4155 Agenda Date:3/26/2025 Agenda Item No:6. Review of Fee Proposal and Negotiations: Proposals were accompanied by sealed fee proposals.In accordance with OC San’s Purchasing Ordinance,the fee proposal of only the highest-ranked firm was opened after approval by the Director of Engineering, based on the Evaluation Committee’s recommendation. Staff conducted negotiations with Black &Veatch Corporation to clarify the requirements of the scope of work,the assumptions used for the estimated level of effort,and the proposed approach to meet the goals and objectives of the project.During the negotiations and discussions,it was agreed to include optional TASK 1.3 Reformatting Asset Registries in the study to improve the efficiency of the work and improve accuracy of the final delivered digital product. Original Fee Proposal Negotiated Fee Total Hours 3,599 3,612 Total Fee $769,807 $799,917 During contract negotiations,Black &Veatch Corporation identified a clerical error in the hourly rate for one of their technical leads,resulting in an initial fee adjustment to $806,507.As discussions progressed,adjustments were made to the level of effort based on a more refined understanding of the project scope.This resulted in increased hours for some tasks and reductions for others. Ultimately,the final negotiated agreement reflects a slight increase in total labor hours compared to the initial fee proposal.The Consultant team provided an updated organizational chart to more accurately reflect project team roles and responsibilities that is consistent with the revised cost matrix and fee proposal.Additionally,Black &Veatch Corporation agreed to cap the hourly rate for their principal-in-charge and reduce their overhead rate from 96.41%to 91.72%for consistency with other OC San agreements. The Consultant’s fringe and overhead costs,which factor into the billing rate,have been substantiated.The contract profit is 8.87%,which is based on an established formula based on OC San’s standard design agreements.Staff is requesting a 10 percent contingency to address potential revisions as the planning study progresses. Based on the above,staff has determined that the final negotiated fee is fair and reasonable for the project. 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 8,Page 53,Planning Studies Program (M- Studies)) and the budget is sufficient for the recommended action. Orange County Sanitation District Printed on 3/18/2025Page 4 of 5 powered by Legistar™ File #:2025-4155 Agenda Date:3/26/2025 Agenda Item No:6. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Professional Services Agreement NN:bw:op Orange County Sanitation District Printed on 3/18/2025Page 5 of 5 powered by Legistar™ PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 1 of 21 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 26th day of March, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and Black & Veatch Corporation, (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for a Digital Asset Mangement Study, Project No. PS23-04 to provide professional services for the development of a digital plan that will enhance the sharing and analysis of asset data and improve decision making; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and WHEREAS, at its regular meeting on «BoardMeetingDate» the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as Attachment “A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards, and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 2 of 21 incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization, or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. Any CADD drawings, figures, and other work produced by CONSULTANT and Subconsultants using OC SAN CAD Manual. Conversion of CADD work from any other non-standard CADD format to OC SAN format shall not be acceptable in lieu of this requirement. Electronic files shall conform to OC SAN specifications. Any changes to these specifications by the CONSULTANT are subject to review and require advance written approval of OC SAN. Electronic files shall be subject to an acceptance period of 30 calendar days during which OC SAN shall perform appropriate reviews and including CAD Manual compliance. CONSULTANT shall correct any discrepancies or errors detected and reported within the acceptance period at no additional cost to OC SAN. E. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN. F. “OC SAN shall furnish the CONSULTANT available studies, reports and other data pertinent to the CONSULTANT’s service; obtain or authorize the CONSULTANT to obtain or provide additional reports and data as required; furnish to the CONSULTANT services of others required for the performance of the CONSULTANT’s services hereunder and the CONSULTANT shall be entitled to use and rely upon all such information and services provided by OC SAN or others in performing the CONSULTANT’s services under this AGREEMENT.” G. “CONSULTANT shall not be responsible for delays caused by circumstances beyond its reasonable control, including, but not limited to (1) strikes, lockouts, work slowdowns or stoppages or accidents, and (2) acts of God. Without limiting the above, while CONSULTANT has made reasonable efforts to incorporate into PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 3 of 21 its plan for the Project any known current project impacts of the COVID-19 pandemic, CONSULTANT has not accounted for, and is not responsible nor liable for, unknown future changes due to the COVID-19 pandemic, including, without limitation, additional restrictions by government agencies or others (such as the availability of the site for access or client or consultant staff or others) to the extent they delay or otherwise impact the Project. In that event, CONSULTANT will notify OC SAN and Consultant shall be entitled to reasonable and equitable adjustment to the contract schedule and price to account for such impacts. The parties shall negotiate such changes in good faith to equitably address any such unexpected impacts.” 2. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Seven Hundred Ninety-Nine Thousand Nine Hundred Seventeen Dollars ($799,917). Total compensation to CONSULTANT including burdened labor (salaries plus benefits), overhead, profit, direct costs, and Subconsultant(s) fees and costs shall not exceed the sum set forth in Attachment “E” - Fee Proposal. B. Labor As a portion of the total compensation to be paid to CONSULTANT, OC SAN shall pay to CONSULTANT a sum equal to the burdened salaries (salaries plus benefits) actually paid by CONSULTANT charged on an hourly-rate basis to this project and paid to the personnel of CONSULTANT. Upon request of OC SAN, CONSULTANT shall provide OC SAN with certified payroll records of all employees’ work that is charged to this project. C. Overhead As a portion of the total compensation to be paid to CONSULTANT, OC SAN shall compensate CONSULTANT and Subconsultants for overhead at the rate equal to the percentage of burdened labor as specified in Attachment “E” - Fee Proposal. D. Profit Profit for CONSULTANT and Subconsultants shall be a percentage of consulting services fees (Burdened Labor and Overhead). When the consulting or subconsulting services amount is $250,000 or less, the maximum Profit shall be 10%. Between $250,000 and $2,500,000, the maximum Profit shall be limited by a straight declining percentage between 10% and 5%. For consulting or subconsulting services fees with a value greater than $2,500,000, the maximum Profit shall be 5%. Addenda shall be governed by the same maximum Profit percentage after adding consulting services fees. PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 4 of 21 As a portion of the total compensation to be paid to CONSULTANT and Subconsultants, OC SAN shall pay profit for all services rendered by CONSULTANT and Subconsultants for this project according to Attachment “E” - Fee Proposal. E. Subconsultants For any Subconsultant whose fees for services are greater than or equal to $100,000 (excluding out-of-pocket costs), CONSULTANT shall pay to Subconsultant total compensation in accordance with the Subconsultant amount specified in Attachment “E” - Fee Proposal. For any Subconsultant whose fees for services are less than $100,000, CONSULTANT may pay to Subconsultant total compensation on an hourly-rate basis per Attachment “K” – Minor Subconsultant Hourly Rate Schedule and as specified in the Scope of Work. OC SAN shall pay to CONSULTANT the actual costs of Subconsultant fees and charges in an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal. F. Direct Costs OC SAN shall pay to CONSULTANT and Subconsultants the actual costs of permits and associated fees, travel and licenses for an amount not to exceed the sum set forth in Attachment “E” - Fee Proposal. OC SAN shall also pay to CONSULTANT actual costs for equipment rentals, leases or purchases with prior approval of OC SAN. Upon request, CONSULTANT shall provide to OC SAN receipts and other documentary records to support CONSULTANT’s request for reimbursement of these amounts, see Attachment “D” - Allowable Direct Costs. All incidental expenses shall be included in overhead pursuant to Section 2 - COMPENSATION above. G. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to attachment “D” Allowable Direct Costs for payment information. H. Reimbursable Direct Costs OC SAN will reimburse the CONSULTANT for reasonable travel and business expenses as described in this section and further described in Attachment “D” - Allowable Direct Costs to this Agreement. The reimbursement of the above-mentioned expenses will be based on an “accountable plan” as considered by Internal Revenue Service (IRS). The plan includes a combination of reimbursements based upon receipts and a “per diem” component approved by IRS. The most recent schedule of the per diem rates utilized by OC SAN can be PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 5 of 21 found on the U.S. General Service Administration website at https://www.gsa.gov/travel/plan-book/per-diem-rates. The CONSULTANT shall be responsible for the most economical and practical means or management of reimbursable costs inclusive but not limited to travel, lodging and meals arrangements. OC SAN shall apply the most economic and practical method of reimbursement which may include reimbursements based upon receipts and/or “per diem” as deemed the most practical. CONSULTANT shall be responsible for returning to OC SAN any excess reimbursements after the reimbursement has been paid by OC SAN. Travel and travel arrangements – Any travel involving airfare, overnight stays or multiple day attendance must be approved by OC SAN in advance. Local Travel is considered travel by the CONSULTANT within OC SAN geographical area which includes Orange, Los Angeles, Ventura, San Bernardino, Riverside, San Diego, Imperial, and Kern Counties. Automobile mileage is reimbursable if CONSULTANT is required to utilize personal vehicle for local travel. Lodging – Overnight stays will not be approved by OC SAN for local travel. However, under certain circumstances overnight stay may be allowed at the discretion of OC SAN based on reasonableness of meeting schedules and the amount of time required for travel by the CONSULTANT. Such determination will be made on a case-by-case basis and at the discretion of OC SAN. Travel Meals – Per-diem rates as approved by IRS shall be utilized for travel meals reimbursements. Per diem rates shall be applied to meals that are appropriate for travel times. Receipts are not required for the approved meals. Additional details related to the reimbursement of the allowable direct costs are provided in the Attachment “D” - Allowable Direct Costs of this Agreement. I. Limitation of Costs If, at any time, CONSULTANT estimates the cost of performing the services described in CONSULTANT’s Proposal will exceed seventy-five percent (75%) of the not-to-exceed amount of the Agreement, including approved additional compensation, CONSULTANT shall notify OC SAN immediately, and in writing. This written notice shall indicate the additional amount necessary to complete the services. Any cost incurred in excess of the approved not-to-exceed amount, without the express written consent of OC SAN’s authorized representative shall be at CONSULTANT’s own risk. This written notice shall be provided separately from, and in addition to any notification requirements contained in the CONSULTANT’s invoice and monthly progress report. Failure to notify OC SAN that the services cannot be completed within the authorized not-to-exceed amount is a material breach of this Agreement. PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 6 of 21 3. REALLOCATION OF TOTAL COMPENSATION OC SAN, by its Director of Engineering, shall have the right to approve a reallocation of the incremental amounts constituting the Total Compensation, provided that the Total Compensation is not increased. 4. PAYMENT A. Monthly Invoice: CONSULTANT shall include in its monthly invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Section 12 Audit Provisions. B. CONSULTANT will submit monthly statements covering services and/or work performed for payment for those items included in Section 2 hereof no later than the second Wednesday of the following month and in the format required by OC SAN. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”, 3) future activities, 4) previous billing period “total invoiced to date”, 5) potential items that are not included in the Scope of Work, 6) concerns and possible delays, 7) percentage of completion to date, and 8) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN. Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis. If OC SAN determines that the work under this AGREEMENT, or any specified task hereunder, is incomplete and that the amount of payment is in excess of: i. The amount considered by OC SAN’s Director of Engineering to be adequate for the protection of OC SAN; or ii. The percentage of the work accomplished for each task. OC SAN may, at the discretion of the Director of Engineering, retain an amount equal to that which ensures that the total amount paid to that date does not exceed the percentage of the completed work for each task or the Project in its entirety. C. CONSULTANT may submit periodic payment requests for each 30-day period of this Agreement for the profit as set forth in Section 2 - COMPENSATION above. Said profit payment request shall be proportionate to the work actually accomplished to date on a per task basis. In the event OC SAN's Director of Engineering determines that no satisfactory progress has been made since the prior payment, or in the event of a delay in the work progress for any reason, OC SAN shall have the right to withhold any scheduled proportionate profit payment. PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 7 of 21 D. Upon satisfactory completion by CONSULTANT of the work called for under the terms of this Agreement, and upon acceptance of such work by OC SAN, CONSULTANT will be paid the unpaid balance of any money due for such work based on the monthly statements, including any retained percentages relating to this portion of the work. E. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. F. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 8 of 21 B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). 7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE A. Ownership of Documents for the professional services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 9 of 21 A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: One Million Dollars ($1,000,000) per occurrence with Two Million Dollars ($2,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, vicarious liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, vicarious liability, independent contractors liability, personal and advertising injury, mobile equipment, vicarious liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 10 of 21 C. Umbrella Excess Liability The minimum limits of general liability and automobile liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. D. Automobile/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN. F. Workers’ Compensation Insurance The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than Two Million Dollars ($2,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 11 of 21 Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Cyber Liability Insurance CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, cyber liability insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this paragraph. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by CONSULTANT in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction or alteration of electronic information, release of private or confidential information (including but not limited to personally identifiable information), extortion and network security liability arising from the unauthorized use of, access to, or tampering with computer systems or from the introduction of a computer virus into or otherwise causing damage to CONSULTANT or OC SAN’s computer system or network and the data, programs, and software. Such policy shall cover costs associated with restoring, updating, or replacing data, as well as costs associated with a privacy breach. If the policy of insurance is maintained on a “claims made” basis, CONSULTANT shall maintain such coverage for an additional three (3) years following termination or expiration of this Agreement. CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating any deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. I. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said certificates and endorsements shall conform to the requirements herein stated. All certificates PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 12 of 21 and endorsements are to be received and approved by OC SAN before work commences. “CONSULTANT shall provide OC SAN with copies of its insurance certificates and amendatory endorsements affecting coverage. Confidential information may be redacted from said policies, provided that verification of coverage, name of carriers and agent/broker may not be redacted. Said policies and endorsements shall conform to the requirements herein stated. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form • Additional Insurance (General Liability) The combination of (ISO Forms) CG 20 10 and CG 20 37 All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN. • Additional Insured (Automobile Liability) Submit endorsement provided by carrier for OC SAN approval. • Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval. • Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. J. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any 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 PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 13 of 21 K. Primary Insurance The general and automobile liability policies shall contain a “Primary and Non-Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. L. Separation of Insured The general and automobile liability policies shall contain a “Separation of Insureds” clause. M. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. N. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses. OC SAN will not invoke the option expressed in this paragraph unless it has reasonable cause to question CONSULTANT’s financial strength.” O. Defense Costs The general and automobile liability policies “(except Errors and Omissions/Professional Liability)” shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. P. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. Q. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 14 of 21 9. SCOPE CHANGES In the event of a change in the Scope of Work or other terms in the AGREEMENT, as requested by OC SAN, the Parties hereto shall execute an Amendment to this AGREEMENT setting forth with particularity all terms of the new AGREEMENT, including, but not limited to, any additional CONSULTANT's fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant, broken down as indicated in Section 2- COMPENSATION. There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised of registered engineers and a staff of specialists and draftsmen in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents, and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 15 of 21 C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Irene Green Copy: Nasrin Nasrollahi, Project Manager CONSULTANT: Black & Veatch Corporation Matthew Thomas, PE 220 Commerce, Suite 200 Irvine, CA 92602 All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT. PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 16 of 21 15. TERMINATION OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN. 17. COMPLIANCE A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. B. Air Pollution CONSULTANT and its subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations: PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 17 of 21 • Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6 • Truck & Bus Regulation (T&B): 13 CCR 2025 • Clean Truck Check (CTC): 13 CCR 2195-2199.1 • Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2 18. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, consultants, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 18 of 21 of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 19 of 21 24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance. 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 20 of 21 27. CONSULTANT’s OPINIONS OF COST “OC SAN acknowledges that construction estimates, financial analyses and feasibility projections are subject to many influences including, but not limited to, price of labor and materials, unknown or latent conditions of existing equipment or structures, and time or quality of performance by third parties. OC SAN acknowledges that such influences may not be precisely forecasted and are beyond the control of CONSULTANT and that actual costs incurred may vary substantially from the estimates prepared by CONSULTANT. CONSULTANT does not warrant or guarantee the accuracy of construction or development cost estimates. Notwithstanding the forgoing, CONSULTANT shall perform its services in accordance with the standard of care set forth in Section 1 of this Agreement.” THIS SECTION INTENTIONALLY LEFT BLANK PSA PROJECT NO. PS23-04 Revised 073024 DIGITAL ASSET MANAGEMENT STUDY Page 21 of 21 IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written above. CONSULTANT: BLACK & VEATCH CORPORATION By _______________________________ _________________ Date __________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By _______________________________ _________________ Ryan P. Gallagher Date Board Chairman By _______________________________ _________________ Kelly A. Lore Date Clerk of the Board By _______________________________ _________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work and Exhibits 1, 2 & 3 Attachment “B” – Labor Hour Matrix Attachment “C” – Not Attached Attachment “D” – Allowable Direct Costs Attachment “E” – Fee Proposal - Final Attachment “F” – Not Used Attachment “G” – Not Attached Attachment “H” – Not Used Attachment “I” – Cost Matrix and Summary - Final Attachment “J” – Not Attached Attachment “K” – Not Attached (none utilized) Attachment “L” – Contractor Safety Standards (Revision 11) Attachment “M” – Not Attached IG:ms ATTACHMENT “A” SCOPE OF WORK PS23-04 – SOW Page 1 of 12 ATTACHMENT "A" SCOPE OF WORK Digital Asset Management Plan Project No. PS23-04 TABLE OF CONTENTS I. SUMMARY .......................................................................................................................................... 2 II. BACKGROUND AND GENERAL PROJECT DESCRIPTION ................................................... 2 BACKGROUND ........................................................................................................................... 2 GENERAL PROJECT DESCRIPTION .................................................................................... 2 III. PROJECT SCHEDULE ...................................................................................................................... 3 IV. PROJECT EXECUTION ................................................................................................................... 3 TASK 1 – Review Asset Registries and Recommend Improvements ...................................... 3 Task 1.1 – Improvement Opportunities ............................................................................. 3 Task 1.2 – Database Management ..................................................................................... 4 Task 1.3 – Reformatting Asset Registries - Optional ........................................................ 5 TASK 2 – Develop Risk Assessment Framework ...................................................................... 5 Task 2.1. Consequence Of Failure .................................................................................... 5 Task 2.2. Risk Score .......................................................................................................... 6 Task 2.3. Implementation Of Risk Assessment Framework ............................................. 6 TASK 3 – Design Asset Management and Maintenance Dashboards ..................................... 6 Task 3.1 – Dashboard Development ................................................................................. 6 Task 3.2 – Dashboard Implementation .............................................................................. 7 TASK 4 - Identify Future Am Program Improvement Opportunities .................................... 7 TASK 5 – Prepare Final Report ................................................................................................. 7 TASK 6 – Project Management .................................................................................................. 8 Task 6.1 Project Management Progress Meetings ............................................................ 8 Task 6.2 Project Schedule ................................................................................................. 8 Task 6.3 Progress Reports ................................................................................................. 8 Task 6.4 Project Invoices .................................................................................................. 9 TASK 7 – Meetings And Workshops .......................................................................................... 9 TASK 8 – Quality Control ......................................................................................................... 10 V. GENERAL REQUIREMENTS ........................................................................................................ 10 GENERAL .................................................................................................................................. 10 Working Hours ................................................................................................................ 10 Software .......................................................................................................................... 11 EXHIBITS ................................................................................................................................................ 12 PS23-04 – SOW Page 2 of 12 I. SUMMARY Provide professional engineering services to develop a Digital Asset Management Plan for the Orange County Sanitation District. II. BACKGROUND AND GENERAL PROJECT DESCRIPTION BACKGROUND In 2019, OC SAN re-structured its organization and created an asset management team comprised of a core team of Asset Engineers (AE) to be the “ambassadors” for their assigned areas. The AEs track all major, critical assets (both linear and vertical types) in Excel files called “Asset Registries.” Information in the Registries include project numbers of asset installation, year of installation, location-based unique identifiers (Loop Tag Number), condition details and estimates of remaining useful life (RUL). The AEs work with the O&M area teams to keep asset registry information up-to-date, investigate asset issues, resolve problems, understand the condition of all major assets, and develop short-term to long-term plans for those assets. The main delivery for the Asset Management Team is an annual Asset Management Plan (AMP) which in part summarizes the monthly presentations given to the Asset Management Council (AMC). These presentations include a summary of condition scorings for the major assets, key issues or concerns for the area, and recommended short-, medium- and long-term (or 1-, 5- and 10-year) plans to ensure OC SAN assets will operate reliably to deliver the required level of service at the lowest lifecycle cost with an acceptable level of risk. The following information is provided as an example for the asset registries, AMC presentations and 2023 AMP: • Asset registries for all process areas at Plant Nos. 1 and 2, and pump stations (See Exhibit 1 for examples), • Presentations to the monthly AMC (See Exhibit 2 for examples), • 2023 AMP (Exhibit 3). GENERAL PROJECT DESCRIPTION This project will improve OC SAN’s asset management program by improving the asset registries, incorporating business intelligence (BI) solutions and creating a risk assessment framework. The project will take existing information collected and developed by the OC SAN AEs, available Maximo maintenance reports, financial data, and GIS based information to produce a digital asset management program that includes informative PowerBI dashboards, and a framework for risk-based decision making based on the assets’ criticality and consequence of failure. A digital asset management program will enhance the sharing and analysis of asset data and improve decision making. PS23-04 – SOW Page 3 of 12 III. PROJECT SCHEDULE Table 1 lists the time frames associated with each major project deliverable and with OC SAN’s review and approval of those deliverables. CONSULTANT shall comply with the deadlines indicated in that table. Table 1 – Project Milestones and Deadlines MILESTONE DEADLINE Kickoff Meeting The kickoff meeting will be scheduled to coincide with the Project Notice to Proceed (NTP). Submit draft Technical Memorandum 1 (TM 1) 80 workdays from the Project NTP. OC SAN Review of draft TM 1 10 workdays from receipt of Draft TM 1 Submit draft Technical Memorandum 2 (TM 2) 80 workdays from receipt of OC SAN comments on draft TM 1. OC SAN Review of draft TM 2 10 workdays from receipt of Draft TM 2 Submit draft Technical Memorandum 3 (TM 3) 70 workdays from receipt of OC SAN comments on draft TM 2. OC SAN Review of draft TM 3 10 workdays from receipt of Draft TM 3 Submit draft Technical Memorandum 4 (TM 4) 50 workdays from receipt of OC SAN comments on draft TM 3. OC SAN Review of draft TM 4 10 workdays from receipt of Draft TM 4 Submit Draft Project Report 30 workdays from receipt of OC SAN comments on draft TM 3. OC SAN Review of draft Project Report 15 workdays from receipt of draft Project Report Submit Final Project Report 20 workdays from receipt of OC SAN comments on draft Project Report. OC SAN will consider an alternative CONSULTANT-proposed schedule provided it is consistent with OC SAN resources and schedule constraints and adds value to OC SAN. IV. PROJECT EXECUTION TASK 1 – Review Asset Registries and Recommend Improvements Task 1.1 – Improvement Opportunities OC SAN AEs maintain 35 asset registries in MS Excel format for Plant Nos. 1 and 2, and pump stations. These registries track major civil, mechanical, structural, electrical and instrumentation assets. CONSULTANT shall review existing asset registries for the different process areas and PS23-04 – SOW Page 4 of 12 identify inconsistencies and discrepancies within the asset registries. CONSULTANT shall conduct up to three (1.5 hours each) interviews and consultations with the area engineers to understand current asset management tracking practices, challenges, and remaining useful life calculations and identify gaps and discrepancies in the asset registry data. Recommendations and best practices shall be developed to ensure consistency and accuracy in asset registry tracking, including guidance on standardizing data formats and naming conventions. After the review, CONSULTANT shall provide recommendations and strategies for improving the consistency and accuracy of asset registries and to propose efficient methods for maintaining and updating asset registries in the future. This Task includes providing general guidelines of what type of assets shall be included in the registries based on criticality and consequence of failure. NOTE: Asset registries for gravity sewers are excluded from this task. Task 1.2 – Database Management The asset registries are currently in Excel format, saved on OC SAN SharePoint. The CONSULTANT shall identify the best asset registry system architecture for easy access, maintenance, and compatibility for the risk assessment framework and asset management dashboards (Tasks 2 and 3). Based on the findings from data review and interviews, the CONSULTANT shall develop a set of recommendations for asset registries database management. The recommendations will be discussed in a workshop with the AEs and OC SAN IT staff to share the objectives of the asset registry database and to identify the best solution. The format of the datasets, the location of the data (e.g., cloud, OC SAN SharePoint), security considerations, and access shall be included in the discussions. During the workshop, the preferred database format and architecture will be selected. CONSULTANT shall use three test asset registries (one process area at Plant No. 1, one process area at Plant No. 2, and one of the Pump Stations- total 3 out of 35 asset registries) and bring them to the new format based on the selected data architecture and feedback from IT. The implementation will be supported by the OC SAN IT Department for access and security. CONSULTANT shall: 1. Prepare and submit a draft Technical Memo 1 detailing findings, recommendations, and implementation strategies. 2. Prepare and submit a Final Technical Memo 1. 3. The Draft and Final Technical Memo 1 shall be submitted in both native format (including all graphics and drawings) and searchable PDF format. 4. Implementation of the new asset registry database for 3 selected test areas. NOTE: Asset registries for gravity sewers are excluded from this task. PS23-04 – SOW Page 5 of 12 Task 1.3 – Reformatting Asset Registries - Optional CONSULTANT shall provide level of effort for full implementation of OC SAN asset registries in the new selected database format including reformatting, cleaning up data and exporting to the new selected data architecture. This Task is optional and will be discussed during project negotiation with selected CONSULTANT. CONSULTANT shall assume up to 300 hours for this optional task. Deliverables: 1. Draft Technical Memo 1 2. Final Technical Memo 1 3. Asset Registry Database for 3 selected process areas TASK 2 – Develop Risk Assessment Framework CONSULTANT shall develop a framework for risk-based analysis using asset criticality (consequence of failure) and remaining useful life (likelihood of failure). The risk scoring system shall take into account asset condition and age, redundancy (backup and standby units), performance and reliability (based on history of corrective maintenance, condition monitoring data, spare parts availability and obsolescence) and other factors as recommended by the CONSULTANT and agreed upon by OCSAN. OC SAN has already developed remaining useful life (RUL) scores based on asset age, condition, performance and other factors for every major, critical asset. The RUL score is rated from 1 to 5, assets with score of 1 have more than 20 years of remaining useful life, and assets with a score of 5 have less than 5 years remaining useful life. Field based condition assessment information is used for RUL when available. The Consequence of Failure (CoF) for the major, critical assets shall be formulated as part of Task 2. As part of this Task, CONSULTANT shall recommend the approach for CoF and risk assessment framework to be at the asset level, or process level. The recommended approach shall be discussed with OC SAN in a workshop and the selected approach will be used for implementation (Task 2.3). The goal of this framework is to help OC San prioritize future projects and optimize the capital improvement and small project delivery program. The benefits include increased asset reliability, lower maintenance costs and lower risk of asset failure. NOTE: The gravity sewer system is included in this task. Task 2.1. Consequence Of Failure Using available data, Consultant shall suggest a straightforward method for determining the Consequence of Failure (CoF) for major, critical assets either at asset level or process level. This evaluation shall consider environmental, social, and financial impacts, applying a triple bottom line approach to measure the effects of asset failure on level of service. This process will ensure that the importance and potential impact of each asset (or asset groups) failing are clearly understood and quantified, allowing for an effective risk-based decision making. CONSULTANT shall develop an appropriate criticality scoring methodology for critical assets in main process areas (gravity sewers and pump stations, preliminary, primaries, secondaries, PS23-04 – SOW Page 6 of 12 solids handling, Cengen and gas handling). After developing the methodology, CONSULTANT shall lead up to three 2-hour workshop with OC SAN team to discuss asset criticality scoring methodology and receive feedback from OC San stakeholders. Task 2.2. Risk Score Asset risk shall be scored using the RUL and CoF for the major, critical assets either at asset level or process level. The resulting risk score shall be plotted on a risk matrix and assets (or group of assets) with high likelihood of failure and high consequence of failure shall be prioritized for repairs or replacement. CONSULTANT shall: • Meet with OC SAN asset engineers to understand how the remaining useful life scores have been developed based on field condition assessments and asset age. • Develop the risk-based prioritization framework based on LoF and CoF and include feedback from OC SAN. Task 2.3. Implementation Of Risk Assessment Framework CONSULTANT shall develop the CoF and risk assessment scores for each major critical asset in three process areas that were selected as part of Task 1.2. The CoF shall meet all the requirements listed under Task 2.1 and 2.2. The results of this task shall be summarized in Technical Memo 2 outlining the CoF score in a table format and the basis for the scoring system. CONSULTANT shall recommend how the risk scores will be implemented and used to better prioritize future projects. Deliverable: • Draft Technical Memo 2 - A risk-based prioritization approach, outlining details of methodology, data used, and the Consequence of Failure approach. The memo shall also detail the scoring system and method for calculating risk scores. • Final Technical Memo 2 - A risk-based prioritization approach. TASK 3 – Design Asset Management and Maintenance Dashboards CONSULTANT shall develop and implement up to 12 business intelligence dashboards tailored to the specific needs of OC SAN. The dynamic asset management dashboards will be developed using a business intelligence software to support visualization of the major, critical assets, maintenance key performance indicators, condition assessments, remaining useful life of assets, risk-based prioritization, etc. Task 3.1 – Dashboard Development In an initial workshop, CONSULTANT shall meet with OC SAN stakeholders to review the OC SAN goals for dashboard development, present sample dashboard content that may be beneficial to OC SAN, and review the Key Performance Indicators that the asset management PS23-04 – SOW Page 7 of 12 team is currently presenting in the AMP, Chapter 3. Based on the meeting discussion, CONSULTANT shall propose up to 12 different draft asset management dashboards using Microsoft Power BI to support the goals of the asset management program and stakeholder needs. A second workshop will be scheduled to present the draft dashboards to OC SAN stakeholders for feedback and comments. Dashboard design and layout shall be finalized based on the feedback from stakeholders. The dashboards may use SQL queries, data import from SharePoint, or other databases maintained by OC SAN. Task 3.2 – Dashboard Implementation After finalizing the format and content of the selected dashboards, CONSULTANT shall work with the OC SAN IT Department to implement the dashboards in the selected platform, create data connections, and create selected visualizations for each dashboard. OC SAN IT will provide the support needed for data access and security concerns. If any required data sources are not currently available or not in the correct format (column names and format), CONSULTANT shall generate a representative mock dataset (test data) in the appropriate format to generate dashboards. This step ensures that all queries and logic behind each dashboard are correct and full implementation will be possible in the future. Data sources assumed for this application include near-real-time data from the OC SAN Sharepoint system, daily reports from Maximo, SCADA system, the OC San GIS database, Info360 Asset database for OC SAN’s linear assets, and other available OC SAN datasets. Deliverables: • Draft Technical Memo 3- Asset Management Maintenance Dashboards Summary Report including business solution platform selection, dashboard content and data sources. • Final Technical Memo 3 - Asset Management Maintenance Dashboards Summary Report. • Up to 12 Dynamic Business Intelligent Dashboards. TASK 4 - Identify Future Am Program Improvement Opportunities CONSULTANT shall identify future improvement opportunities for the OC San Asset Management Program, which may include improving our RUL scoring process, how to optimize OC San CIP planning, life cycle costing, updating and improving the dashboard, and other automation recommendations. If any of the recommended data for future dashboard creation is not currently available, CONSULTANT shall provide recommendations for collecting the data and reports and how to use them for future improvement opportunities. CONSULTANT shall prioritize opportunities for improvements in asset management practices and identify specific actions required by OC SAN to achieve the recommended improvement opportunities. TASK 5 – Prepare Final Report Prepare a Draft Final Project report that integrates the information developed in Tasks 1 through 3 of this scope of work. The report shall also include the recommendations developed as part of Task 4 as a separate chapter. A final workshop will be held to review the final project draft document. After acceptance of the draft report, the CONSULTANT shall submit final PS23-04 – SOW Page 8 of 12 report document and electronic files in native electronic format (MS Word, PDF and PowerBI source files). Deliverables: • Draft Final Report • Final Report TASK 6 – Project Management CONSULTANT shall be responsible for managing CONSULTANT’s project execution, schedule, budget, and coordination with other projects. CONSULTANT shall be responsible for managing all subconsultants, including the assignment of scope, management of deliverables and schedules, reporting of progress, invoicing, and quality control. Task 6.1 Project Management Progress Meetings CONSULTANT shall prepare an agenda and conduct monthly project management meetings with OC SAN’s Project Manager and CONSULTANT’s Project Manager. The purpose of the meetings will be to review CONSULTANT’s overall project progress and monthly Progress Report. Other meetings shall be scheduled on an as-needed basis. Task 6.2 Project Schedule CONSULTANT shall create a detailed project schedule. The schedule shall include milestones for all dates listed in Section III – Project Schedule. Schedule updates shall be submitted with the monthly Progress Report. At a minimum, the schedule shall indicate the following: 1. Projected start date and finish date for each activity 2. Each project task and subtask in the WBS with predecessors and successors 3. Major meetings and workshops 4. Physical percent complete for each activity in the WBS and percent complete by Phase Task 6.3 Progress Reports CONSULTANT shall submit monthly progress reports at the same time as monthly invoices that include the following contents: • Work activities completed to date, in the current reporting period, and projected for the coming month. • A brief description of outstanding issues and their potential for impact on scope, schedule (design and construction), budget (design and construction) and quality. • Potential changes in the project scope or design scope. PS23-04 – SOW Page 9 of 12 • Budget status including estimates of actual costs to date, earned value, costs to complete, and costs at completion. • Schedule status with a description of any variances between scheduled and forecasted milestone dates. • A discussion of corrective actions to be taken to avoid or mitigate cases where the project schedule is expected to be delayed. Task 6.4 Project Invoices The invoices shall document the man-hours and billing rate for each person that works on the project. Overhead, profit and any direct costs shall also be shown for each task. As part of the summary section of the invoice, CONSULTANT shall also include the following information: • Budget • Current billing period invoicing • Previous billing period “total invoiced to date” • Budget Amount Remaining • Current billing period “total percent invoiced to date” Approval of an invoice by OC SAN requires a Progress Report for the period covered by the invoice. Payment of an invoice will be delayed until the Progress Report is submitted. OC SAN will provide a sample invoice structure to CONSULTANT at the beginning of the project. TASK 7 – Meetings And Workshops CONSULTANT shall hold meetings and workshops throughout the project to keep OC SAN appraised of the job, review work-in-progress, share information, discuss project submittals, present findings of technical analyses, receive and resolve comments, and obtain decisions and direction by OC SAN staff. This task defines the major meetings and workshops to be held by the CONSULTANT. CONSULTANT shall assume the following meetings will be required. PS23-04 – SOW Page 10 of 12 Task Description Number of Workshops Proposed Topics N/A Project Kickoff 1 1 hour - Discuss Project overview, and objectives, project team, and schedule 1 Asset Registries 3 1.5 hour – Asset Registries 2 Dynamic Asset Management Dashboard Workshops 2 Initial workshop with Stakeholders to discuss the intent and available data and second workshop to present draft dashboards and receive feedback. 3 Consequence Of Failure Up to 3 2-hour workshops discussing CoF 3 Risk Assessment Workshop 1 Risk Assessment Framework 4 Future AM Opportunities 1 Future improvement opportunities CONSULTANT shall transmit the minutes to the OC SAN Project Manager within 3 business days of the meeting in OneNote using OC SAN’s template, or an approved substitution. A copy of all comments on project issues obtained by CONSULTANT from OC SAN staff without direct OC SAN Engineering Project Manager’s involvement shall be submitted for the Project Manager’s approval within three business days of receipt. CONSULTANT shall develop a detailed agenda for these workshops at the beginning of the project, and coordinate with the SANITATION DISTRICT’s Project Manager to set tentative dates, material to be covered, and attendee lists for each. TASK 8 – Quality Control Quality Control Requirements CONSULTANT shall be responsible for the technical adequacy and quality control of his work. Prior to the submittal to OC SAN, each portion of a submittal shall be thoroughly reviewed and corrected by a member of the CONSULTANT’s QC Team. The reviewer shall attest to their review in the form of a written affidavit outlining the submittal subject and identifying the corrected deficiencies. V. GENERAL REQUIREMENTS GENERAL WORKING HOURS Meetings with OC SAN staff shall be scheduled from Monday through Thursday between the hours of 8:00 AM and 4:00 PM. CONSULTANT shall refer to the Engineering Design PS23-04 – SOW Page 11 of 12 Guidelines, Chapter 01, Section 01.3.5 “CONSULTANT Inspection of Treatment Facilities” for further requirements. SOFTWARE The CONSULTANT is expected to develop and provide the deliverables using the standard software currently approved for use by OC SAN. The standard OC SAN software includes, but is not limited to, the following: o Windows 10 Professional o Esri software ArcGIS Pro 3.x (eGDB, fGDB, shapefile, or REST formats) o Microsoft Edge o AutoCAD Plant 3D ver 2024 (for P&ID drawings only) o AutoDesk software 2024 (AutoCAD, AutoCAD Map3D or compatible dwg file format) o Microsoft Office 360 o Microsoft Power BI o Maximo 7.6.x o Primavera P6 for scheduling o Database software as defined elsewhere in the project Scope of Work o On-premise SQL Databases Any software that the CONSULTANT needs to comply with these standards shall be purchased and maintained by the CONSULTANT at no additional cost to OC SAN. In the event OC SAN provides the CONSULTANT with access to OC SAN software and hardware at an OC SAN facility in order to facilitate performance of their work, all software shall remain the property of OC SAN. Only software licensed to OC SAN shall be installed on OC SAN equipment. In addition, only OC SAN IT Department staff will perform the installation of this software. PS23-04 – SOW Page 12 of 12 EXHIBITS additional referEnce material available: (Available with the solicitation documents, in PlanetBids) Exhibit 1 Sample Asset Registries for Areas 11, 20 & 22 Exhibit 2 Sample Monthly Asset Management Council Presentations for Areas 10, 20 & 22 Exhibit 3 2023 Asset Management Plan NN:bw OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4156 Agenda Date:3/26/2025 Agenda Item No:7. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: ON-CALL COATING INSPECTION AND CORROSION TESTING SERVICES FOR ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS, PSA 2025-001 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Approve Professional Services Agreements to provide on-call Coating Inspection and Corrosion Testing Services for Orange County Sanitation District’s Capital Improvement Program,Facilities Engineering,Operations,and Maintenance Projects,PSA2025-001,for a three-year period commencing May 1,2025,through April 30,2028,with two one-year renewal options,for an amount not to exceed $500,000 per individual agreement ($1,500,000 total) with the following three firms: ·Corrpro Companies, Inc. ·Diversified Project Services International, Inc. ·TKE Engineering, Inc. BACKGROUND The Orange County Sanitation District (OC San)uses outside specialty consultants for coating inspection and corrosion testing services to support the Capital Improvement Program,Small Construction Projects,and Maintenance Projects during the planning,design,and construction of facilities both inside the plants and for the collection systems.These services are essential to ensure that contractors install coatings and corrosion control system per manufacturer and specification requirements. RELEVANT STANDARDS ·Ensure the public’s money is wisely spent ·1, 5, 20-year planning horizons ·Comply with California Government Code §4526:Select the “best qualified firm”and “negotiate fair and equitable fees” Orange County Sanitation District Printed on 3/18/2025Page 1 of 3 powered by Legistar™ File #:2025-4156 Agenda Date:3/26/2025 Agenda Item No:7. PROBLEM The current on-call coating inspection and corrosion testing services agreements are expiring in April 2025.Without new agreements,OC San would not be able to ensure coating and corrosion control systems are properly installed. PROPOSED SOLUTION Approve three Professional Services Agreements to provide on-call coating inspection and other corrosion testing services for collection system and treatment plant projects for up to a five-year period ending in April 2030. The agreements will cover a three-year period with two one-year renewal options.The recommended agreement amounts are based on the number and type of testing and inspections utilized in the past and the anticipated needs going forward.Staff will use these consultants on an as -needed basis. TIMING CONCERNS Delaying the new agreements will prevent the use of these services to support collection system and treatment plant projects. RAMIFICATIONS OF NOT TAKING ACTION Increased risk of construction quality and code compliance issues executing the Capital Improvement Program, Small Construction Projects, and Maintenance Projects. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION On September 25,2024,OC San issued a Notice to Prospective Proposers to over 1,500 vendors which outlined the timeline for the solicitation.On October 8,2024,OC San requested and advertised for proposals.Four companies identified themselves as potential proposers,so an adequate response was expected. Three proposals were received on November 21,2024.The proposals were 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:two Construction Inspection Supervisors,two Senior Construction Inspectors,and one Senior Safety and Health Specialist.The Evaluation Team also included one non-voting representative from the Contracts Administration Division. Orange County Sanitation District Printed on 3/18/2025Page 2 of 3 powered by Legistar™ File #:2025-4156 Agenda Date:3/26/2025 Agenda Item No:7. The following evaluation criteria were described in the RFP and used to evaluate the proposals. CRITERION WEIGHT Project Approach and Scope of Work Understanding 25% Staff Qualifications 40% Professional Registration and Experience 35% The Evaluation Team scored the proposals on the established criteria as summarized in the table below: Rank Firm Approach and Understanding (Max 25 Pts.) Staff Qualifications (Max 40 Pts.) Experience (Max 35 Pts.) Total Score (Max 100 Pts.) 1 Corrpro Companies, Inc. 18 33 23 74 2 Diversified Project Services International, Inc. 18 27 25 70 3 TKE Engineering, Inc.16 19 18 53 Based on the evaluation, all three firms were found to be qualified. Review of Fee Proposal and Negotiations: The fee proposals for the selected firms were opened on January 23,2025,and the rates were reviewed for general conformance and found to be acceptable.Staff recommends approval of the agreements to Corrpro Companies,Inc.,Diversified Project Services International,Inc.,and TKE Engineering, Inc. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.The budgeted costs for the proposed Professional Services Agreements are contained within the approved CIP project budgets and no additional funding is necessary. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Professional Services Agreements RC:lb Orange County Sanitation District Printed on 3/18/2025Page 3 of 3 powered by Legistar™ PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 1 of 17 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and CORRPRO COMPANIES, INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Coating Inspection and Corrosion Testing Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-001; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 2 of 17 CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN. 2. TERM This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years. 3. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Five Hundred Thousand Dollars ($500,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs. PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 3 of 17 B. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information. 4. PAYMENT A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement. B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”, and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN. Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis; provided, however, CONSULTANT shall in any event be paid within sixty (60) days of receipt of any undisputed invoice by OC SAN. C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 4 of 17 request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). 7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE A. Ownership of Documents for the professional services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 5 of 17 services, shall be the property of OC SAN. OC SAN’s ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 6 of 17 liability, independent contractors liability, personal and advertising injury, mobile equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. D. Automobile/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN. PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 7 of 17 F. Workers’ Compensation Insurance The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 8 of 17 endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form • Additional Insured (General Liability) The combination of (ISO Forms) CG 2010 and CG 2037 All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN. • Additional Insured (Automobile Liability) Submit endorsement provided by carrier for OC SAN approval. • Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval. • Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any 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 PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 9 of 17 J. Primary Insurance The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured The general and automobile liability policies shall contain a “Separation of Insureds” clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs The general and automobile liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 10 of 17 9. SCOPE CHANGES In the event of a change in the Scope of Work or other terms in the Agreement, as requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant. There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 11 of 17 CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT: CORRPRO COMPANIES, INC. 23309 La Palma Avenue Yorba Linda, CA 92887 Attention: Sarvjit Singh, Engineering Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT. 15. TERMINATION OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 12 of 17 through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN. 17. COMPLIANCE A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. B. Air Pollution CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations: • Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6 • Truck & Bus Regulation (T&B): 13 CCR 2025 • Clean Truck Check (CTC): 13 CCR 2195-2199.1 • Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2 PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 13 of 17 E. California Voluntary Protection Program Annual Reporting Requirement If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT 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. CONSULTANT 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 CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN. 18. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN and agreed to with CONSULTANT, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 14 of 17 (collectively the “Indemnified Parties”), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 15 of 17 the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement. Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 16 of 17 Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance. 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PSA2025-001 Revised 073024 CORRPRO COMPANIES, INC. Page 17 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written above. CONSULTANT: CORRPRO COMPANIES, INC. By __________________________________________________ Date __________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By __________________________________________________ Ryan P. Gallagher Date Board Chairman By __________________________________________________ Kelly A. Lore Date Clerk of the Board By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs Attachment “L” – Not Attached Attachment “M” – Not Attached DM:tk ATTACHMENT “A” SCOPE OF WORK PSA2025-001 Page 1 of 7 ATTACHMENT “A” SCOPE OF WORK COATING INSPECTION AND CORROSION TESTING SERVICES FOR THE OC SAN’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS PSA2025-001 I. PURPOSE The selected CONSULTANT shall provide on-call coating inspection and corrosion testing services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system, fabrication shops and manufacturers) located throughout Orange County. When required, CONSULTANT may travel to fabrication shops outside Orange County. II. TYPICAL TASKS PROJECT SUPPORT ACTIVITIES: Participate in project start-up meetings, weekly job meetings, and other special interest meetings as required to discuss procedures, progress, problems, or outstanding issues. CONSULTANT shall maintain orderly files for all correspondence, reports, job conferences, drawings, submissions, reproductions, and original contract documents including all addenda, supplemental drawings, records of materials and all other project-related documents. The files shall be maintained and turned over to the OC SAN in a summary report. CONTRACT COMPLIANCE: Ensure that the requirements of project contract documents and Manufacturer’s Technical Data Sheets for the various materials and coating systems are strictly followed. ASTM D3276, Standard Guide for Painting Inspectors (Metal Substrates), shall be used as a guideline for proper procedures. All NACE International, SSPC, ASTM, ICRI, and ACI standards and guidelines shall be used where applicable including, but not limited to, those detailed herein. COATINGS INSPECTION: Verifications of the Contractor’s compliance with the specifications shall be accomplished by performing and making record of the following tasks in accordance with the contract documents, with applicable cited standards, and with the appropriate calibrated instruments for each, including, but not limited to: PSA2025-001 Page 2 of 7 1. Job Hazard Analysis (JHA) – Conduct JHA with Contractor and OC SAN Safety Representative and monitor and maintain safe work practices. The Coating Inspector shall have the authority to stop work if on-site personnel are in perceived danger. 2. Submittal Review – CONSULTANT may be called upon to review and comment on shop drawings and material submittals, as well as review and comment on request-for-information submittals from the Contractor. 3. Pre-Surface Preparation – Inspect the surfaces to be prepared to assure that salts, grease and oil, and other contaminants, have been removed, fins, and sharp edges are removed as specified, and that, for concrete, any defects such as spalling, unsound concrete, exposed/corroding rebar, and/or leaks have been corrected. 4. Protective Coverings – Examine the protective coverings to assure placement that will prevent contamination of other surfaces not to be subjected to overblast or overspray. 5. Ambient Conditions – Monitor the air and surface temperatures, relative humidity, and dew point periodically each day to assure that the work is done under proper environmental conditions. 6. Compressed Air Cleanliness – Check all quality operations requiring compressed air such as for blast cleaning or substrate blowing down to assure that the air supply is adequately free of moisture and oil contaminants. 7. Surface Preparation – Initially, examine the surface preparation hydroblasting and/or abrasive blasting equipment for adequacy to do the work, as specified. Verify that the proper degree of cleaning (e.g., salts, acids, etc.) and surface profile (anchor pattern or roughness) has been achieved, and shall identify areas of insufficient or inadequate cleaning for repair and rework prior to the application of any resurfacing mortar or linings. Concrete substrates shall be evaluated for efflorescence, laitance, crazing, cracks, crevices, bugholes, weeping, leaks, form release agents, and any other uncoatable conditions. The surfaces to be coated shall be evaluated for pH, moisture content, cleanliness, substrate cure, and time between coats, prior to coating, where applicable. 8. Coating and Substrate Repair Material Mixing – Observe the mixing of coatings and substrate repair material to assure that all components are added and proportioned correctly and that equipment metering devices are functioning properly. Verify that any materials used are approved and that they are not used when the pot or shelf life have been exceeded. 9. Coating and Substrate Repair Material Application – Examine the application equipment for cleanliness and adequacy to do the work, consisting of complete monitoring of the Contractor’s plural component or airless equipment including temperatures, metering, stroke cycles, and material drum temperatures. Observe application techniques to assure proper coverage without detrimental runs, sags, pinholes, or other visually evident deficiencies. In addition to verifying proper preparation and resurfacing assure that the various quality control considerations during the application of coating to concrete, steel, or other substrates, are also PSA2025-001 Page 3 of 7 completed by the Contractor (i.e., pH, salts, surface moisture content, out-gassing, back-rolling, ambient temperature, surface temperature, dew point, profile, cleanliness, etc). 10. Wet Film Thickness – Make spot checks of the wet film thickness so that corrections to the amount of material being applied can be made at the time of application to minimize the amount of rework after the coating has dried or cured. Wet film thickness measurements shall be made in accordance with ASTM D4414-95(2007) Standard Practice for Measurement of Wet Film Thickness by Notch Gages, and in compliance with contract documents. 11. Dry Film Thickness – Determine the dry film thickness of each coat to assure that it complies with the contract document requirements and Manufacturer’s instructions. Film thicknesses shall be estimated through a combination of visual, WFT (wet film thickness), theoretical coverage calculation techniques, and electronic measuring devices in accordance with SSPC-PA 2, Measurement of Dry Coating Thickness with Magnetic Gages, and SSPC-PA 9, Measurement of Dry Coating Thickness on Cementitious Substrates Using Ultrasonic Gages, as applicable. Gauges shall be calibrated prior to each use and have a capable range of 1 to 200 mils, or as required for the coating system. 12. Holiday Detection – Verify operability of Contractor’s high-and low-voltage holiday detection equipment and shall witness, or conduct where necessary, 100 percent holiday detection by Contractor in accordance with NACE International SP0188-2006 (formerly RP0188), Discontinuity (Holiday) Testing of New Protective Coatings on Conductive Substrates, and the contract document requirements. 13. Coating Repair – Witness and monitor repairs of coatings, including those identified through holiday testing, to insure that surface preparation, coating mixing, and application are in compliance with manufacturer’s published information, or manufacturer’s representative. 14. Adhesion Testing – Install dollies, perform scoring when required, and perform adhesion testing of the cured system in accordance with ASTM D4541-09 Standard Test Method for Pull-Off Strength of Coating using Portable Adhesion Tester, ASTM D7234 – 12 Standard Test Method for Pull-Off Adhesion Strength of Coatings on Concrete Using Portable Pull-Off Adhesion Testers, ASTM C1583-04 Standard Test Method for Tensile Strength of Concrete Surfaces and the Bond Strength or Tensile Strength of Concrete Repair and Overlay Materials by Direct Tension (Pull-off Method), and in conformance with contract document requirements. 15. Cure Evaluation – Evaluate the final cure of the applied coating or lining in accordance with the Manufacture’s recommended procedures. 16. Failure Analysis – In cases where there are anomalies or deficiencies noted in coating application or procedures, provide assistance to the OC SAN through testing, visual inspections, interviews with Contractor, Manufacturer, and OC SAN Staff, and through research in determining the cause or causes of the coating system failure, as well as making specific recommendations when requested for remediation of the problem. PSA2025-001 Page 4 of 7 17. Daily Journal – Daily journal and QA/QC reports shall be used to clearly document and flow-chart the coating operations and occurrences for verification of compliance with contract documents. At a minimum, the verifications noted above shall be recorded. Digital photographs of each day’s activities shall also be recorded. When observed, an NCN (non-compliance notice) shall be written and delivered to the OC SAN’s representative. The daily journal and QA/QC reports shall be submitted to the OC SAN for review and comment within 24 hours after the day’s work. A draft copy of the day’s work with hours onsite (or hard copy sign in/out sheet) shall be signed by the OC SAN’s representative and 3rd party inspection, prior to leaving the work site. 18. Final Report – Upon completion, prepare a Final Report. The report shall summarize the daily inspection reports, make an evaluation of the quality of work that was done and witnessedr, the type and quality of the surface preparation and coating application achieved, final testing summaries, inspection and monitoring equipment used, specialized testing required , and any approved deviations from the original contract documents 19. Coating Specification Development and Review – Develop and provide coating specifications in OC SAN format, as well as providing review and comment on project-specific specifications. CORROSION TESTING: Corrosion testing is required for the OC SAN facilities during design to insure compliance with project contract documents during construction, and to evaluate corrosion of existing facilities. Corrosion engineering services shall be provided by the Corrosion Engineer as follows: 1. Corrosion Soil and Water Testing – Corrosion laboratory soil and water testing shall be provided for samples collected and delivered by the OC SAN or collected by the CONSULTANT. Soil testing shall include at a minimum: resistivity in ohm-cm (as-received and saturated), electrical conductivity in mS/cm, pH, cations in mg/kg (calcium, magnesium, sodium, potassium, potassium), anions in mg/kg (carbonate, bicarbonate, fluoride, chloride, sulfate, phosphate), and other tests (ammonium in mg/kg, nitrate in mg/kg, sulfide qualitatively, Redox in mV). Water testing shall include, as a minimum: total alkalinity, ammonia, calcium, carbonate, bicarbonate, carbon dioxide, chloride, dissolved oxygen, fluoride, phosphate, magnesium, nitrate, nitrite, orthophosphate, potassium, pH, Puckorius Index, resistivity, Ryznar Index, sodium, conductivity, sulfate, total dissolved solids, Langelier Index, and Larson’s Ratio. For each test or procedure, the appropriate ASTM or other standard or published reference shall be listed in the test data table. 2. Cathodic Protection System Testing – Cathodic protection system testing is required by the OC SAN to verify proper installation in accordance with contract specifications, to insure compliance with NACE SP0169-2007, and to trouble-shoot system deficiencies. Pipe locating, electrical short locating, and electrical continuity testing using circulating current method, shall be required. 3. Soil Resistivity Testing – Testing of in-situ soil resistivity shall be by ASTM G-57 – 95a Standard Test Method for Field Measurement of Soil Resistivity Using the Wenner Four-Electrode Method at depth of 2.5, 5.0, 7.5, 10.0, and 15.0 foot intervals PSA2025-001 Page 5 of 7 using equal potential and current probe spacing. In some cases, deeper resistivity measurements may be required. 4. Ultrasonic Thickness Testing – Ultrasonic thickness A-Scan testing is required by the OC SAN to determine wall thickness on steel, ductile- and cast-iron, aluminum, and copper pipelines and enclosures. A-Scan UT equipment must be capable of displaying wave-form and be echo-to-echo through-coating enabled. In some cases B-Scan testing services may also be required. Ancillary testing will include pit-depth measurements to within 1 mil, as well as material thickness measurements using micrometer calipers. Data shall be provided both in both tabular and graphical form. 5. X-ray Fluorescence Analysis – Field and laboratory X-ray fluorescence analysis is required in limited cases by the OC SAN to determine material composition. 6. Failure Analysis – In cases where material corrosion is found or suspected, assistance shall provide assistance to the OC SAN through testing, visual inspections, interviews with personal, and through research in determining the cause or causes of the corrosion failure, as well as making specific recommendations when requested for remediation. III. REQUIREMENTS 1. CONSULTANT shall be available to work the next day if scheduled by the end of the work day, and up to three Coating Inspectors shall be available based upon OC SAN workload requirements. The OC SAN expects the CONSULTANT will arrive at the site with the correct equipment, calibrated to existing standards with documentation. The OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs shall be included in the total hourly rate for field service fees. 3. All test results shall be clearly summarized in a standardized report format and submitted to the OC SAN for review and comment. Coatings reports shall be co-signed by a NACE International Level III Coating Inspector, or by a registered professional engineer with applicable coatings and linings experience. 4. CONSULTANT shall provide a detailed daily report for each day of field testing and observation. Reports shall be delivered to the OC SAN within 24 hours after the day’s work. All defects shall be marked with a suitable marker and documented. All production or lack of production and causes shall be noted. All accepted areas shall be noted with a suitable marker. Plans shall also be noted where accepted. 5. All testing work shall be documented in English Standard Units and/or Metric Units, as required by the OC SAN. 6. Coating Inspectors shall be experienced with the various types of industrial coatings and linings applied to concrete, steel, aluminum, and other substrates for waste water applications. PSA2025-001 Page 6 of 7 7. CONSULTANT shall be available for occasional night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice. 8. Coating Inspectors shall be minimum NACE International Level I for steel surfaces and Level 2 for steel and concrete surfaces, and shall work under the direct supervision of either a NACE International Level III Coating Inspector or registered professional engineer with applicable coatings and linings experience. NACE certification and/or professional registration shall be provided at least 48 hours prior to commencement of work, as well as documentation of applicable experience not less than five years. 9. For work requiring plastic sheet liner application or inspection, Coating Inspectors shall be certified for plastic sheet liner installation. Certificates shall be provided at least 48 hours prior to commencement of work. Coatings Inspectors shall probe all PVC welds in addition to conducting holiday testing and/or witnessing testing by the Contractor. 10. CONSULTANT must be able to recognize errors or omissions in the contract documents and specifications, and alert OC SAN staff timely in order to mitigate production delays and costs. 11. CONSULTANT shall be available to attend pre-construction meetings and other key meetings as the project progresses. 12. All supplies, such as, but not limited to, coatings test equipment, marking paints, PPE (personal protective equipment), multi-gas (H2S, O2, CO, LEL) personal monitors and ANSI-approved body safety harnesses with lanyard for confined-space entry shall be included in the hourly rate. 13. CONSULTANT must be adequately insured for liability and property damage, and a copy of the policy must be forwarded to the OC SAN. Vehicles shall bear the CONSULTANT’s name. 14. CONSULTANT shall have a cell phone or other form of communication so as to be in contact with the home office in the event the OC SAN requires immediate communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via their cell phone. 15. To accommodate cases where shop-applied or other off-site coating inspection is required, CONSULTANT shall, when requested by the OC SAN, locate and subcontract local, qualified, coating inspectors who can satisfy requirements for inspection and testing, and shall direct the work of the subcontracted coating inspector(s). Billing rates for subcontracted Coating Inspector shall not exceed submitted rates for this proposal, plus a 15% overhead mark up. 16. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards. 17. All personnel shall be CAL-OSHA confined-space trained and certified including, when necessary, training and certification for SCBA (self-contained breathing apparatus) and supplied- air confined-space entries. Certifications shall be submitted to the OC SAN for review and approval at least 48 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit. Consultant shall provide all their own safety equipment. PSA2025-001 Page 7 of 7 18. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel. a. Personnel must be fall-protection trained and provide their own fall-protection PPE, when onsite. 19. Personnel shall be, or work under the direction of, a NACE Cathodic Protection Specialist, or a registered professional engineer with applicable cathodic protection system design and testing experience. 20. Corrosion engineering personnel performing soil and water testing, soil resistivity testing, UT testing, x-ray florescence analysis, and corrosion failure analysis shall be, or work under the direction of, a NACE Corrosion Specialist, or a registered professional engineer with applicable corrosion engineering evaluation and testing experience. 21. The OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from the OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate. 22. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including: • Task Order Number and Project Number and/or Project Description included on the statement. • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. The OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment. 23. If any conflict of interest occurs on a project, the OC SAN shall be notified without delay of the conflict. The OC SAN will evaluate conflict of interest on a case-by-case basis and advise as to whether it may be waived in each case. PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 1 of 17 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Coating Inspection and Corrosion Testing Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-001; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 2 of 17 writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN. 2. TERM This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years. 3. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Five Hundred Thousand Dollars ($500,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs. PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 3 of 17 B. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information. 4. PAYMENT A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement. B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”, and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN. Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis. C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 4 of 17 OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). 7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE A. Ownership of Documents for the professional services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 5 of 17 documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 6 of 17 equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. D. Automobile/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN. PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 7 of 17 F. Workers’ Compensation Insurance The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 8 of 17 endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form • Additional Insured (General Liability) The combination of (ISO Forms) CG 2010 and CG 2037 All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN. • Additional Insured (Automobile Liability) Submit endorsement provided by carrier for OC SAN approval. • Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval. • Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any 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 PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 9 of 17 J. Primary Insurance The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured The general and automobile liability policies shall contain a “Separation of Insureds” clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs The general and automobile liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 10 of 17 9. SCOPE CHANGES In the event of a change in the Scope of Work or other terms in the Agreement, as requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant. There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 11 of 17 CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT: DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. 5351 Olive Dr., Suite 100 Bakersfield, CA 93308 Attention: Brian Wilson, Mechanical Integrity Division Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT. 15. TERMINATION OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 12 of 17 through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN. 17. COMPLIANCE A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. B. Air Pollution CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations: • Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6 • Truck & Bus Regulation (T&B): 13 CCR 2025 • Clean Truck Check (CTC): 13 CCR 2195-2199.1 • Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2 PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 13 of 17 E. California Voluntary Protection Program Annual Reporting Requirement If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT 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. CONSULTANT 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 CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN. 18. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 14 of 17 liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 15 of 17 expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement. Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance. PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 16 of 17 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PSA2025-001 Revised 073024 DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. Page 17 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written above. CONSULTANT: DIVERSIFIED PROJECT SERVICES INTERNATIONAL, INC. By __________________________________________________ Date __________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By __________________________________________________ Ryan P. Gallagher Date Board Chairman By __________________________________________________ Kelly A. Lore Date Clerk of the Board By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs Attachment “L” – Not Attached Attachment “M” – Not Attached DM:tk ATTACHMENT “A” SCOPE OF WORK PSA2025-001 Page 1 of 7 ATTACHMENT “A” SCOPE OF WORK COATING INSPECTION AND CORROSION TESTING SERVICES FOR THE OC SAN’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS PSA2025-001 I. PURPOSE The selected CONSULTANT shall provide on-call coating inspection and corrosion testing services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system, fabrication shops and manufacturers) located throughout Orange County. When required, CONSULTANT may travel to fabrication shops outside Orange County. II. TYPICAL TASKS PROJECT SUPPORT ACTIVITIES: Participate in project start-up meetings, weekly job meetings, and other special interest meetings as required to discuss procedures, progress, problems, or outstanding issues. CONSULTANT shall maintain orderly files for all correspondence, reports, job conferences, drawings, submissions, reproductions, and original contract documents including all addenda, supplemental drawings, records of materials and all other project-related documents. The files shall be maintained and turned over to the OC SAN in a summary report. CONTRACT COMPLIANCE: Ensure that the requirements of project contract documents and Manufacturer’s Technical Data Sheets for the various materials and coating systems are strictly followed. ASTM D3276, Standard Guide for Painting Inspectors (Metal Substrates), shall be used as a guideline for proper procedures. All NACE International, SSPC, ASTM, ICRI, and ACI standards and guidelines shall be used where applicable including, but not limited to, those detailed herein. COATINGS INSPECTION: Verifications of the Contractor’s compliance with the specifications shall be accomplished by performing and making record of the following tasks in accordance with the contract documents, with applicable cited standards, and with the appropriate calibrated instruments for each, including, but not limited to: PSA2025-001 Page 2 of 7 1. Job Hazard Analysis (JHA) – Conduct JHA with Contractor and OC SAN Safety Representative and monitor and maintain safe work practices. The Coating Inspector shall have the authority to stop work if on-site personnel are in perceived danger. 2. Submittal Review – CONSULTANT may be called upon to review and comment on shop drawings and material submittals, as well as review and comment on request-for-information submittals from the Contractor. 3. Pre-Surface Preparation – Inspect the surfaces to be prepared to assure that salts, grease and oil, and other contaminants, have been removed, fins, and sharp edges are removed as specified, and that, for concrete, any defects such as spalling, unsound concrete, exposed/corroding rebar, and/or leaks have been corrected. 4. Protective Coverings – Examine the protective coverings to assure placement that will prevent contamination of other surfaces not to be subjected to overblast or overspray. 5. Ambient Conditions – Monitor the air and surface temperatures, relative humidity, and dew point periodically each day to assure that the work is done under proper environmental conditions. 6. Compressed Air Cleanliness – Check all quality operations requiring compressed air such as for blast cleaning or substrate blowing down to assure that the air supply is adequately free of moisture and oil contaminants. 7. Surface Preparation – Initially, examine the surface preparation hydroblasting and/or abrasive blasting equipment for adequacy to do the work, as specified. Verify that the proper degree of cleaning (e.g., salts, acids, etc.) and surface profile (anchor pattern or roughness) has been achieved, and shall identify areas of insufficient or inadequate cleaning for repair and rework prior to the application of any resurfacing mortar or linings. Concrete substrates shall be evaluated for efflorescence, laitance, crazing, cracks, crevices, bugholes, weeping, leaks, form release agents, and any other uncoatable conditions. The surfaces to be coated shall be evaluated for pH, moisture content, cleanliness, substrate cure, and time between coats, prior to coating, where applicable. 8. Coating and Substrate Repair Material Mixing – Observe the mixing of coatings and substrate repair material to assure that all components are added and proportioned correctly and that equipment metering devices are functioning properly. Verify that any materials used are approved and that they are not used when the pot or shelf life have been exceeded. 9. Coating and Substrate Repair Material Application – Examine the application equipment for cleanliness and adequacy to do the work, consisting of complete monitoring of the Contractor’s plural component or airless equipment including temperatures, metering, stroke cycles, and material drum temperatures. Observe application techniques to assure proper coverage without detrimental runs, sags, pinholes, or other visually evident deficiencies. In addition to verifying proper preparation and resurfacing assure that the various quality control considerations during the application of coating to concrete, steel, or other substrates, are also PSA2025-001 Page 3 of 7 completed by the Contractor (i.e., pH, salts, surface moisture content, out-gassing, back-rolling, ambient temperature, surface temperature, dew point, profile, cleanliness, etc). 10. Wet Film Thickness – Make spot checks of the wet film thickness so that corrections to the amount of material being applied can be made at the time of application to minimize the amount of rework after the coating has dried or cured. Wet film thickness measurements shall be made in accordance with ASTM D4414-95(2007) Standard Practice for Measurement of Wet Film Thickness by Notch Gages, and in compliance with contract documents. 11. Dry Film Thickness – Determine the dry film thickness of each coat to assure that it complies with the contract document requirements and Manufacturer’s instructions. Film thicknesses shall be estimated through a combination of visual, WFT (wet film thickness), theoretical coverage calculation techniques, and electronic measuring devices in accordance with SSPC-PA 2, Measurement of Dry Coating Thickness with Magnetic Gages, and SSPC-PA 9, Measurement of Dry Coating Thickness on Cementitious Substrates Using Ultrasonic Gages, as applicable. Gauges shall be calibrated prior to each use and have a capable range of 1 to 200 mils, or as required for the coating system. 12. Holiday Detection – Verify operability of Contractor’s high-and low-voltage holiday detection equipment and shall witness, or conduct where necessary, 100 percent holiday detection by Contractor in accordance with NACE International SP0188-2006 (formerly RP0188), Discontinuity (Holiday) Testing of New Protective Coatings on Conductive Substrates, and the contract document requirements. 13. Coating Repair – Witness and monitor repairs of coatings, including those identified through holiday testing, to insure that surface preparation, coating mixing, and application are in compliance with manufacturer’s published information, or manufacturer’s representative. 14. Adhesion Testing – Install dollies, perform scoring when required, and perform adhesion testing of the cured system in accordance with ASTM D4541-09 Standard Test Method for Pull-Off Strength of Coating using Portable Adhesion Tester, ASTM D7234 – 12 Standard Test Method for Pull-Off Adhesion Strength of Coatings on Concrete Using Portable Pull-Off Adhesion Testers, ASTM C1583-04 Standard Test Method for Tensile Strength of Concrete Surfaces and the Bond Strength or Tensile Strength of Concrete Repair and Overlay Materials by Direct Tension (Pull-off Method), and in conformance with contract document requirements. 15. Cure Evaluation – Evaluate the final cure of the applied coating or lining in accordance with the Manufacture’s recommended procedures. 16. Failure Analysis – In cases where there are anomalies or deficiencies noted in coating application or procedures, provide assistance to the OC SAN through testing, visual inspections, interviews with Contractor, Manufacturer, and OC SAN Staff, and through research in determining the cause or causes of the coating system failure, as well as making specific recommendations when requested for remediation of the problem. PSA2025-001 Page 4 of 7 17. Daily Journal – Daily journal and QA/QC reports shall be used to clearly document and flow-chart the coating operations and occurrences for verification of compliance with contract documents. At a minimum, the verifications noted above shall be recorded. Digital photographs of each day’s activities shall also be recorded. When observed, an NCN (non-compliance notice) shall be written and delivered to the OC SAN’s representative. The daily journal and QA/QC reports shall be submitted to the OC SAN for review and comment within 24 hours after the day’s work. A draft copy of the day’s work with hours onsite (or hard copy sign in/out sheet) shall be signed by the OC SAN’s representative and 3rd party inspection, prior to leaving the work site. 18. Final Report – Upon completion, prepare a Final Report. The report shall summarize the daily inspection reports, make an evaluation of the quality of work that was done and witnessedr, the type and quality of the surface preparation and coating application achieved, final testing summaries, inspection and monitoring equipment used, specialized testing required , and any approved deviations from the original contract documents 19. Coating Specification Development and Review – Develop and provide coating specifications in OC SAN format, as well as providing review and comment on project-specific specifications. CORROSION TESTING: Corrosion testing is required for the OC SAN facilities during design to insure compliance with project contract documents during construction, and to evaluate corrosion of existing facilities. Corrosion engineering services shall be provided by the Corrosion Engineer as follows: 1. Corrosion Soil and Water Testing – Corrosion laboratory soil and water testing shall be provided for samples collected and delivered by the OC SAN or collected by the CONSULTANT. Soil testing shall include at a minimum: resistivity in ohm-cm (as-received and saturated), electrical conductivity in mS/cm, pH, cations in mg/kg (calcium, magnesium, sodium, potassium, potassium), anions in mg/kg (carbonate, bicarbonate, fluoride, chloride, sulfate, phosphate), and other tests (ammonium in mg/kg, nitrate in mg/kg, sulfide qualitatively, Redox in mV). Water testing shall include, as a minimum: total alkalinity, ammonia, calcium, carbonate, bicarbonate, carbon dioxide, chloride, dissolved oxygen, fluoride, phosphate, magnesium, nitrate, nitrite, orthophosphate, potassium, pH, Puckorius Index, resistivity, Ryznar Index, sodium, conductivity, sulfate, total dissolved solids, Langelier Index, and Larson’s Ratio. For each test or procedure, the appropriate ASTM or other standard or published reference shall be listed in the test data table. 2. Cathodic Protection System Testing – Cathodic protection system testing is required by the OC SAN to verify proper installation in accordance with contract specifications, to insure compliance with NACE SP0169-2007, and to trouble-shoot system deficiencies. Pipe locating, electrical short locating, and electrical continuity testing using circulating current method, shall be required. 3. Soil Resistivity Testing – Testing of in-situ soil resistivity shall be by ASTM G-57 – 95a Standard Test Method for Field Measurement of Soil Resistivity Using the Wenner Four-Electrode Method at depth of 2.5, 5.0, 7.5, 10.0, and 15.0 foot intervals PSA2025-001 Page 5 of 7 using equal potential and current probe spacing. In some cases, deeper resistivity measurements may be required. 4. Ultrasonic Thickness Testing – Ultrasonic thickness A-Scan testing is required by the OC SAN to determine wall thickness on steel, ductile- and cast-iron, aluminum, and copper pipelines and enclosures. A-Scan UT equipment must be capable of displaying wave-form and be echo-to-echo through-coating enabled. In some cases B-Scan testing services may also be required. Ancillary testing will include pit-depth measurements to within 1 mil, as well as material thickness measurements using micrometer calipers. Data shall be provided both in both tabular and graphical form. 5. X-ray Fluorescence Analysis – Field and laboratory X-ray fluorescence analysis is required in limited cases by the OC SAN to determine material composition. 6. Failure Analysis – In cases where material corrosion is found or suspected, assistance shall provide assistance to the OC SAN through testing, visual inspections, interviews with personal, and through research in determining the cause or causes of the corrosion failure, as well as making specific recommendations when requested for remediation. III. REQUIREMENTS 1. CONSULTANT shall be available to work the next day if scheduled by the end of the work day, and up to three Coating Inspectors shall be available based upon OC SAN workload requirements. The OC SAN expects the CONSULTANT will arrive at the site with the correct equipment, calibrated to existing standards with documentation. The OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs shall be included in the total hourly rate for field service fees. 3. All test results shall be clearly summarized in a standardized report format and submitted to the OC SAN for review and comment. Coatings reports shall be co-signed by a NACE International Level III Coating Inspector, or by a registered professional engineer with applicable coatings and linings experience. 4. CONSULTANT shall provide a detailed daily report for each day of field testing and observation. Reports shall be delivered to the OC SAN within 24 hours after the day’s work. All defects shall be marked with a suitable marker and documented. All production or lack of production and causes shall be noted. All accepted areas shall be noted with a suitable marker. Plans shall also be noted where accepted. 5. All testing work shall be documented in English Standard Units and/or Metric Units, as required by the OC SAN. 6. Coating Inspectors shall be experienced with the various types of industrial coatings and linings applied to concrete, steel, aluminum, and other substrates for waste water applications. PSA2025-001 Page 6 of 7 7. CONSULTANT shall be available for occasional night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice. 8. Coating Inspectors shall be minimum NACE International Level I for steel surfaces and Level 2 for steel and concrete surfaces, and shall work under the direct supervision of either a NACE International Level III Coating Inspector or registered professional engineer with applicable coatings and linings experience. NACE certification and/or professional registration shall be provided at least 48 hours prior to commencement of work, as well as documentation of applicable experience not less than five years. 9. For work requiring plastic sheet liner application or inspection, Coating Inspectors shall be certified for plastic sheet liner installation. Certificates shall be provided at least 48 hours prior to commencement of work. Coatings Inspectors shall probe all PVC welds in addition to conducting holiday testing and/or witnessing testing by the Contractor. 10. CONSULTANT must be able to recognize errors or omissions in the contract documents and specifications, and alert OC SAN staff timely in order to mitigate production delays and costs. 11. CONSULTANT shall be available to attend pre-construction meetings and other key meetings as the project progresses. 12. All supplies, such as, but not limited to, coatings test equipment, marking paints, PPE (personal protective equipment), multi-gas (H2S, O2, CO, LEL) personal monitors and ANSI-approved body safety harnesses with lanyard for confined-space entry shall be included in the hourly rate. 13. CONSULTANT must be adequately insured for liability and property damage, and a copy of the policy must be forwarded to the OC SAN. Vehicles shall bear the CONSULTANT’s name. 14. CONSULTANT shall have a cell phone or other form of communication so as to be in contact with the home office in the event the OC SAN requires immediate communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via their cell phone. 15. To accommodate cases where shop-applied or other off-site coating inspection is required, CONSULTANT shall, when requested by the OC SAN, locate and subcontract local, qualified, coating inspectors who can satisfy requirements for inspection and testing, and shall direct the work of the subcontracted coating inspector(s). Billing rates for subcontracted Coating Inspector shall not exceed submitted rates for this proposal, plus a 15% overhead mark up. 16. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards. 17. All personnel shall be CAL-OSHA confined-space trained and certified including, when necessary, training and certification for SCBA (self-contained breathing apparatus) and supplied- air confined-space entries. Certifications shall be submitted to the OC SAN for review and approval at least 48 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit. Consultant shall provide all their own safety equipment. PSA2025-001 Page 7 of 7 18. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel. a. Personnel must be fall-protection trained and provide their own fall-protection PPE, when onsite. 19. Personnel shall be, or work under the direction of, a NACE Cathodic Protection Specialist, or a registered professional engineer with applicable cathodic protection system design and testing experience. 20. Corrosion engineering personnel performing soil and water testing, soil resistivity testing, UT testing, x-ray florescence analysis, and corrosion failure analysis shall be, or work under the direction of, a NACE Corrosion Specialist, or a registered professional engineer with applicable corrosion engineering evaluation and testing experience. 21. The OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from the OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate. 22. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including: • Task Order Number and Project Number and/or Project Description included on the statement. • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. The OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment. 23. If any conflict of interest occurs on a project, the OC SAN shall be notified without delay of the conflict. The OC SAN will evaluate conflict of interest on a case-by-case basis and advise as to whether it may be waived in each case. PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 1 of 17 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and TKE ENGINEERING, INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Coating Inspection and Corrosion Testing Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-001; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 2 of 17 CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN. 2. TERM This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years. 3. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Five Hundred Thousand Dollars ($500,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs. PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 3 of 17 B. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information. 4. PAYMENT A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement. B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”, and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN. Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis. C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. D. Pursuant to the California False Claims Act (Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 4 of 17 OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). 7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE A. Ownership of Documents for the professional services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 5 of 17 documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 6 of 17 equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. D. Automobile/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN. PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 7 of 17 F. Workers’ Compensation Insurance The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 8 of 17 endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form • Additional Insured (General Liability) The combination of (ISO Forms) CG 2010 and CG 2037 All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN. • Additional Insured (Automobile Liability) Submit endorsement provided by carrier for OC SAN approval. • Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval. • Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any 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 PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 9 of 17 J. Primary Insurance The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured The general and automobile liability policies shall contain a “Separation of Insureds” clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs The general and automobile liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 10 of 17 9. SCOPE CHANGES In the event of a change in the Scope of Work or other terms in the Agreement, as requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant. There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 11 of 17 CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT: TKE ENGINEERING, INC. 2305 Chicago Avenue Riverside, CA 92507 Attention: Terry Renner, Senior Vice President Copy: Joanna Rembis, Project Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT. 15. TERMINATION OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 12 of 17 CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN. 17. COMPLIANCE A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. B. Air Pollution CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations: • Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6 • Truck & Bus Regulation (T&B): 13 CCR 2025 • Clean Truck Check (CTC): 13 CCR 2195-2199.1 • Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2 PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 13 of 17 E. California Voluntary Protection Program Annual Reporting Requirement If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT 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. CONSULTANT 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 CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN. 18. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 14 of 17 liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 15 of 17 expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement. Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance. PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 16 of 17 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PSA2025-001 Revised 073024 TKE ENGINEERING, INC. Page 17 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written above. CONSULTANT: TKE ENGINEERING, INC. By __________________________________________________ Date __________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By __________________________________________________ Ryan P. Gallagher Date Board Chairman By __________________________________________________ Kelly A. Lore Date Clerk of the Board By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs Attachment “L” – Not Attached Attachment “M” – Not Attached DM:tk ATTACHMENT “A” SCOPE OF WORK PSA2025-001 Page 1 of 7 ATTACHMENT “A” SCOPE OF WORK COATING INSPECTION AND CORROSION TESTING SERVICES FOR THE OC SAN’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS PSA2025-001 I. PURPOSE The selected CONSULTANT shall provide on-call coating inspection and corrosion testing services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system, fabrication shops and manufacturers) located throughout Orange County. When required, CONSULTANT may travel to fabrication shops outside Orange County. II. TYPICAL TASKS PROJECT SUPPORT ACTIVITIES: Participate in project start-up meetings, weekly job meetings, and other special interest meetings as required to discuss procedures, progress, problems, or outstanding issues. CONSULTANT shall maintain orderly files for all correspondence, reports, job conferences, drawings, submissions, reproductions, and original contract documents including all addenda, supplemental drawings, records of materials and all other project-related documents. The files shall be maintained and turned over to the OC SAN in a summary report. CONTRACT COMPLIANCE: Ensure that the requirements of project contract documents and Manufacturer’s Technical Data Sheets for the various materials and coating systems are strictly followed. ASTM D3276, Standard Guide for Painting Inspectors (Metal Substrates), shall be used as a guideline for proper procedures. All NACE International, SSPC, ASTM, ICRI, and ACI standards and guidelines shall be used where applicable including, but not limited to, those detailed herein. COATINGS INSPECTION: Verifications of the Contractor’s compliance with the specifications shall be accomplished by performing and making record of the following tasks in accordance with the contract documents, with applicable cited standards, and with the appropriate calibrated instruments for each, including, but not limited to: PSA2025-001 Page 2 of 7 1. Job Hazard Analysis (JHA) – Conduct JHA with Contractor and OC SAN Safety Representative and monitor and maintain safe work practices. The Coating Inspector shall have the authority to stop work if on-site personnel are in perceived danger. 2. Submittal Review – CONSULTANT may be called upon to review and comment on shop drawings and material submittals, as well as review and comment on request-for-information submittals from the Contractor. 3. Pre-Surface Preparation – Inspect the surfaces to be prepared to assure that salts, grease and oil, and other contaminants, have been removed, fins, and sharp edges are removed as specified, and that, for concrete, any defects such as spalling, unsound concrete, exposed/corroding rebar, and/or leaks have been corrected. 4. Protective Coverings – Examine the protective coverings to assure placement that will prevent contamination of other surfaces not to be subjected to overblast or overspray. 5. Ambient Conditions – Monitor the air and surface temperatures, relative humidity, and dew point periodically each day to assure that the work is done under proper environmental conditions. 6. Compressed Air Cleanliness – Check all quality operations requiring compressed air such as for blast cleaning or substrate blowing down to assure that the air supply is adequately free of moisture and oil contaminants. 7. Surface Preparation – Initially, examine the surface preparation hydroblasting and/or abrasive blasting equipment for adequacy to do the work, as specified. Verify that the proper degree of cleaning (e.g., salts, acids, etc.) and surface profile (anchor pattern or roughness) has been achieved, and shall identify areas of insufficient or inadequate cleaning for repair and rework prior to the application of any resurfacing mortar or linings. Concrete substrates shall be evaluated for efflorescence, laitance, crazing, cracks, crevices, bugholes, weeping, leaks, form release agents, and any other uncoatable conditions. The surfaces to be coated shall be evaluated for pH, moisture content, cleanliness, substrate cure, and time between coats, prior to coating, where applicable. 8. Coating and Substrate Repair Material Mixing – Observe the mixing of coatings and substrate repair material to assure that all components are added and proportioned correctly and that equipment metering devices are functioning properly. Verify that any materials used are approved and that they are not used when the pot or shelf life have been exceeded. 9. Coating and Substrate Repair Material Application – Examine the application equipment for cleanliness and adequacy to do the work, consisting of complete monitoring of the Contractor’s plural component or airless equipment including temperatures, metering, stroke cycles, and material drum temperatures. Observe application techniques to assure proper coverage without detrimental runs, sags, pinholes, or other visually evident deficiencies. In addition to verifying proper preparation and resurfacing assure that the various quality control considerations during the application of coating to concrete, steel, or other substrates, are also PSA2025-001 Page 3 of 7 completed by the Contractor (i.e., pH, salts, surface moisture content, out-gassing, back-rolling, ambient temperature, surface temperature, dew point, profile, cleanliness, etc). 10. Wet Film Thickness – Make spot checks of the wet film thickness so that corrections to the amount of material being applied can be made at the time of application to minimize the amount of rework after the coating has dried or cured. Wet film thickness measurements shall be made in accordance with ASTM D4414-95(2007) Standard Practice for Measurement of Wet Film Thickness by Notch Gages, and in compliance with contract documents. 11. Dry Film Thickness – Determine the dry film thickness of each coat to assure that it complies with the contract document requirements and Manufacturer’s instructions. Film thicknesses shall be estimated through a combination of visual, WFT (wet film thickness), theoretical coverage calculation techniques, and electronic measuring devices in accordance with SSPC-PA 2, Measurement of Dry Coating Thickness with Magnetic Gages, and SSPC-PA 9, Measurement of Dry Coating Thickness on Cementitious Substrates Using Ultrasonic Gages, as applicable. Gauges shall be calibrated prior to each use and have a capable range of 1 to 200 mils, or as required for the coating system. 12. Holiday Detection – Verify operability of Contractor’s high-and low-voltage holiday detection equipment and shall witness, or conduct where necessary, 100 percent holiday detection by Contractor in accordance with NACE International SP0188-2006 (formerly RP0188), Discontinuity (Holiday) Testing of New Protective Coatings on Conductive Substrates, and the contract document requirements. 13. Coating Repair – Witness and monitor repairs of coatings, including those identified through holiday testing, to insure that surface preparation, coating mixing, and application are in compliance with manufacturer’s published information, or manufacturer’s representative. 14. Adhesion Testing – Install dollies, perform scoring when required, and perform adhesion testing of the cured system in accordance with ASTM D4541-09 Standard Test Method for Pull-Off Strength of Coating using Portable Adhesion Tester, ASTM D7234 – 12 Standard Test Method for Pull-Off Adhesion Strength of Coatings on Concrete Using Portable Pull-Off Adhesion Testers, ASTM C1583-04 Standard Test Method for Tensile Strength of Concrete Surfaces and the Bond Strength or Tensile Strength of Concrete Repair and Overlay Materials by Direct Tension (Pull-off Method), and in conformance with contract document requirements. 15. Cure Evaluation – Evaluate the final cure of the applied coating or lining in accordance with the Manufacture’s recommended procedures. 16. Failure Analysis – In cases where there are anomalies or deficiencies noted in coating application or procedures, provide assistance to the OC SAN through testing, visual inspections, interviews with Contractor, Manufacturer, and OC SAN Staff, and through research in determining the cause or causes of the coating system failure, as well as making specific recommendations when requested for remediation of the problem. PSA2025-001 Page 4 of 7 17. Daily Journal – Daily journal and QA/QC reports shall be used to clearly document and flow-chart the coating operations and occurrences for verification of compliance with contract documents. At a minimum, the verifications noted above shall be recorded. Digital photographs of each day’s activities shall also be recorded. When observed, an NCN (non-compliance notice) shall be written and delivered to the OC SAN’s representative. The daily journal and QA/QC reports shall be submitted to the OC SAN for review and comment within 24 hours after the day’s work. A draft copy of the day’s work with hours onsite (or hard copy sign in/out sheet) shall be signed by the OC SAN’s representative and 3rd party inspection, prior to leaving the work site. 18. Final Report – Upon completion, prepare a Final Report. The report shall summarize the daily inspection reports, make an evaluation of the quality of work that was done and witnessedr, the type and quality of the surface preparation and coating application achieved, final testing summaries, inspection and monitoring equipment used, specialized testing required , and any approved deviations from the original contract documents 19. Coating Specification Development and Review – Develop and provide coating specifications in OC SAN format, as well as providing review and comment on project-specific specifications. CORROSION TESTING: Corrosion testing is required for the OC SAN facilities during design to insure compliance with project contract documents during construction, and to evaluate corrosion of existing facilities. Corrosion engineering services shall be provided by the Corrosion Engineer as follows: 1. Corrosion Soil and Water Testing – Corrosion laboratory soil and water testing shall be provided for samples collected and delivered by the OC SAN or collected by the CONSULTANT. Soil testing shall include at a minimum: resistivity in ohm-cm (as-received and saturated), electrical conductivity in mS/cm, pH, cations in mg/kg (calcium, magnesium, sodium, potassium, potassium), anions in mg/kg (carbonate, bicarbonate, fluoride, chloride, sulfate, phosphate), and other tests (ammonium in mg/kg, nitrate in mg/kg, sulfide qualitatively, Redox in mV). Water testing shall include, as a minimum: total alkalinity, ammonia, calcium, carbonate, bicarbonate, carbon dioxide, chloride, dissolved oxygen, fluoride, phosphate, magnesium, nitrate, nitrite, orthophosphate, potassium, pH, Puckorius Index, resistivity, Ryznar Index, sodium, conductivity, sulfate, total dissolved solids, Langelier Index, and Larson’s Ratio. For each test or procedure, the appropriate ASTM or other standard or published reference shall be listed in the test data table. 2. Cathodic Protection System Testing – Cathodic protection system testing is required by the OC SAN to verify proper installation in accordance with contract specifications, to insure compliance with NACE SP0169-2007, and to trouble-shoot system deficiencies. Pipe locating, electrical short locating, and electrical continuity testing using circulating current method, shall be required. 3. Soil Resistivity Testing – Testing of in-situ soil resistivity shall be by ASTM G-57 – 95a Standard Test Method for Field Measurement of Soil Resistivity Using the Wenner Four-Electrode Method at depth of 2.5, 5.0, 7.5, 10.0, and 15.0 foot intervals PSA2025-001 Page 5 of 7 using equal potential and current probe spacing. In some cases, deeper resistivity measurements may be required. 4. Ultrasonic Thickness Testing – Ultrasonic thickness A-Scan testing is required by the OC SAN to determine wall thickness on steel, ductile- and cast-iron, aluminum, and copper pipelines and enclosures. A-Scan UT equipment must be capable of displaying wave-form and be echo-to-echo through-coating enabled. In some cases B-Scan testing services may also be required. Ancillary testing will include pit-depth measurements to within 1 mil, as well as material thickness measurements using micrometer calipers. Data shall be provided both in both tabular and graphical form. 5. X-ray Fluorescence Analysis – Field and laboratory X-ray fluorescence analysis is required in limited cases by the OC SAN to determine material composition. 6. Failure Analysis – In cases where material corrosion is found or suspected, assistance shall provide assistance to the OC SAN through testing, visual inspections, interviews with personal, and through research in determining the cause or causes of the corrosion failure, as well as making specific recommendations when requested for remediation. III. REQUIREMENTS 1. CONSULTANT shall be available to work the next day if scheduled by the end of the work day, and up to three Coating Inspectors shall be available based upon OC SAN workload requirements. The OC SAN expects the CONSULTANT will arrive at the site with the correct equipment, calibrated to existing standards with documentation. The OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs shall be included in the total hourly rate for field service fees. 3. All test results shall be clearly summarized in a standardized report format and submitted to the OC SAN for review and comment. Coatings reports shall be co-signed by a NACE International Level III Coating Inspector, or by a registered professional engineer with applicable coatings and linings experience. 4. CONSULTANT shall provide a detailed daily report for each day of field testing and observation. Reports shall be delivered to the OC SAN within 24 hours after the day’s work. All defects shall be marked with a suitable marker and documented. All production or lack of production and causes shall be noted. All accepted areas shall be noted with a suitable marker. Plans shall also be noted where accepted. 5. All testing work shall be documented in English Standard Units and/or Metric Units, as required by the OC SAN. 6. Coating Inspectors shall be experienced with the various types of industrial coatings and linings applied to concrete, steel, aluminum, and other substrates for waste water applications. PSA2025-001 Page 6 of 7 7. CONSULTANT shall be available for occasional night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice. 8. Coating Inspectors shall be minimum NACE International Level I for steel surfaces and Level 2 for steel and concrete surfaces, and shall work under the direct supervision of either a NACE International Level III Coating Inspector or registered professional engineer with applicable coatings and linings experience. NACE certification and/or professional registration shall be provided at least 48 hours prior to commencement of work, as well as documentation of applicable experience not less than five years. 9. For work requiring plastic sheet liner application or inspection, Coating Inspectors shall be certified for plastic sheet liner installation. Certificates shall be provided at least 48 hours prior to commencement of work. Coatings Inspectors shall probe all PVC welds in addition to conducting holiday testing and/or witnessing testing by the Contractor. 10. CONSULTANT must be able to recognize errors or omissions in the contract documents and specifications, and alert OC SAN staff timely in order to mitigate production delays and costs. 11. CONSULTANT shall be available to attend pre-construction meetings and other key meetings as the project progresses. 12. All supplies, such as, but not limited to, coatings test equipment, marking paints, PPE (personal protective equipment), multi-gas (H2S, O2, CO, LEL) personal monitors and ANSI-approved body safety harnesses with lanyard for confined-space entry shall be included in the hourly rate. 13. CONSULTANT must be adequately insured for liability and property damage, and a copy of the policy must be forwarded to the OC SAN. Vehicles shall bear the CONSULTANT’s name. 14. CONSULTANT shall have a cell phone or other form of communication so as to be in contact with the home office in the event the OC SAN requires immediate communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via their cell phone. 15. To accommodate cases where shop-applied or other off-site coating inspection is required, CONSULTANT shall, when requested by the OC SAN, locate and subcontract local, qualified, coating inspectors who can satisfy requirements for inspection and testing, and shall direct the work of the subcontracted coating inspector(s). Billing rates for subcontracted Coating Inspector shall not exceed submitted rates for this proposal, plus a 15% overhead mark up. 16. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards. 17. All personnel shall be CAL-OSHA confined-space trained and certified including, when necessary, training and certification for SCBA (self-contained breathing apparatus) and supplied- air confined-space entries. Certifications shall be submitted to the OC SAN for review and approval at least 48 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit. Consultant shall provide all their own safety equipment. PSA2025-001 Page 7 of 7 18. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel. a. Personnel must be fall-protection trained and provide their own fall-protection PPE, when onsite. 19. Personnel shall be, or work under the direction of, a NACE Cathodic Protection Specialist, or a registered professional engineer with applicable cathodic protection system design and testing experience. 20. Corrosion engineering personnel performing soil and water testing, soil resistivity testing, UT testing, x-ray florescence analysis, and corrosion failure analysis shall be, or work under the direction of, a NACE Corrosion Specialist, or a registered professional engineer with applicable corrosion engineering evaluation and testing experience. 21. The OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from the OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate. 22. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by the OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including: • Task Order Number and Project Number and/or Project Description included on the statement. • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. The OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment. 23. If any conflict of interest occurs on a project, the OC SAN shall be notified without delay of the conflict. The OC SAN will evaluate conflict of interest on a case-by-case basis and advise as to whether it may be waived in each case. OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4157 Agenda Date:3/26/2025 Agenda Item No:8. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: ON-CALL SURVEYING SERVICES FOR ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS, PSA2025-002 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Approve Professional Services Agreements to provide on-call Surveying Services for Orange County Sanitation District’s Capital Improvement Program,Facilities Engineering,Operations,and Maintenance Projects,PSA2025-002,for a three-year period commencing May 1,2025,through April 30,2028,with two one-year renewal options,for an amount not to exceed $500,000 per individual agreement ($2,000,000 total) with the following four firms: ·Michael Baker International, Inc. ·Psomas ·Stantec Consulting Services Inc. ·D. Woolley & Associates, Inc. BACKGROUND The Orange County Sanitation District (OC San)uses outside specialty consultants for surveying services to support the Capital Improvement Program,Small Construction Projects,and Maintenance Projects during the planning,design,and construction of facilities both inside the Plants and for the collection systems. RELEVANT STANDARDS ·Ensure the public’s money is wisely spent ·1, 5, 20-year planning horizons ·California Government Code §4526:Select the “best qualified firm”and “negotiate fair and equitable fees” Orange County Sanitation District Printed on 3/18/2025Page 1 of 4 powered by Legistar™ File #:2025-4157 Agenda Date:3/26/2025 Agenda Item No:8. PROBLEM The current on-call surveying services agreements are expiring in April 2025.Without new agreements,OC San would not have access to surveying services to support the Capital Improvement Program, Small Construction Projects, and Maintenance Projects. PROPOSED SOLUTION Approve four Professional Services Agreements to provide on-call surveying services for collection system and treatment plant projects for up to a five-year period ending in April 2030. The agreements will cover a three-year period with two one-year renewal options.The recommended agreement amounts are based on the number and type of services utilized in the past and the anticipated needs going forward. Staff will use these consultants on an as-needed basis. TIMING CONCERNS Delaying the new agreements will prevent the use of these services to support collection system and treatment plant projects. RAMIFICATIONS OF NOT TAKING ACTION Increased risk of construction quality and code compliance problems during execution of the Capital Improvement Program,Small Construction Projects,and Maintenance Projects without these services. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION On September 25,2024,OC San issued a Notice to Prospective Proposers to over 1,500 vendors which outlined the timeline for the solicitation.On October 8,2024,OC San requested and advertised for proposals.Nine companies identified themselves as potential proposers,so an adequate response was expected. Twelve proposals were received on November 21,2024.The proposals were 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:two Construction Inspection Supervisors,two Construction Inspectors,and one Senior Safety and Health Specialist.The Evaluation Team also included one non-voting representative from the Contracts Administration Division. The following evaluation criteria were described in the RFP and used to evaluate the proposals. Orange County Sanitation District Printed on 3/18/2025Page 2 of 4 powered by Legistar™ File #:2025-4157 Agenda Date:3/26/2025 Agenda Item No:8. CRITERION WEIGHT Project Approach and Scope of Work Understanding 25% Staff Qualifications 40% Professional Registration and Experience 35% The Evaluation Team scored the proposals on the established criteria as summarized in the table below: Rank Firm Approach and Understanding (Max 25 Pts.) Staff Qualifications (Max 40 Pts.) Experience (Max 35 Pts.) Total Score (Max 100 Pts.) 1 Michael Baker International, Inc. 24 38 34 96 2 Psomas 24 38 32 94 3 Stantec Consulting Services Inc. 17 39 33 89 4 D. Woolley and Associates, Inc. 21 28 32 81 5 CL Surveying and Mapping, Inc. 14 32 28 74 6 KDM Meridian 16 30 27 73 7 Huitt-Zollars, Inc.13 32 25 70 8 Coast Surveying, Inc.18 25 24 67 9 Hunsaker & Associates Irvine, Inc. 13 31 22 66 10 TKE Engineering, Inc.19 22 21 62 11 O’Day Consultants, Inc.12 20 22 54 12 Onward Engineering 13 21 18 52 Based on this scoring,staff recommends approval of agreements to the top four-ranked firms.The Proposers recommended for approval generally had a better approach to meeting OC San’s needs in combination with highly qualified staff and demonstrated experience performing the surveying services needed for OC San’s projected work over the contract period.Lower scoring Proposers generally did not address all of the requirements of the RFP. Review of Fee Proposal and Negotiations: The fee proposals for the selected firms were opened on January 23,2025,and the rates were reviewed for general conformance and found to be acceptable.Staff recommends approval of the agreements to Michael Baker International,Inc.,Psomas,Stantec Consulting Services Inc.,and D. Woolley & Associates, Inc. Orange County Sanitation District Printed on 3/18/2025Page 3 of 4 powered by Legistar™ File #:2025-4157 Agenda Date:3/26/2025 Agenda Item No:8. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.The budgeted costs for the proposed Professional Services Agreements are contained within the approved CIP project budgets and no additional funding is necessary. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Professional Services Agreements RC:lb Orange County Sanitation District Printed on 3/18/2025Page 4 of 4 powered by Legistar™ PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 1 of 17 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and MICHAEL BAKER INTERNATIONAL, INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Surveying Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-002; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 2 of 17 writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN. 2. TERM This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years. 3. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Five Hundred Thousand Dollars ($500,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs. PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 3 of 17 B. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information. 4. PAYMENT A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement. B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”, and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN. Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis. C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 4 of 17 OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). 7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE A. Ownership of Documents for the professional services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 5 of 17 documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 6 of 17 equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. D. Automobile/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN. PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 7 of 17 F. Workers’ Compensation Insurance The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 8 of 17 endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form • Additional Insured (General Liability) The combination of (ISO Forms) CG 2010 and CG 2037 All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN. • Additional Insured (Automobile Liability) Submit endorsement provided by carrier for OC SAN approval. • Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval. • Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any 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 PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 9 of 17 J. Primary Insurance The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured The general and automobile liability policies shall contain a “Separation of Insureds” clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs The general and automobile liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 10 of 17 9. SCOPE CHANGES In the event of a change in the Scope of Work or other terms in the Agreement, as requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant. There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 11 of 17 CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT: MICHAEL BAKER INTERNATIONAL, INC. 5 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 Attention: Steve Slocum, Project Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT. 15. TERMINATION OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 12 of 17 through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN. 17. COMPLIANCE A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. B. Air Pollution CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations: • Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6 • Truck & Bus Regulation (T&B): 13 CCR 2025 • Clean Truck Check (CTC): 13 CCR 2195-2199.1 • Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2 PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 13 of 17 E. California Voluntary Protection Program Annual Reporting Requirement If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT 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. CONSULTANT 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 CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN. 18. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 14 of 17 liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 15 of 17 negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance. PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 16 of 17 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PSA2025-002 Revised 073024 MICHAEL BAKER INTERNATIONAL, INC. Page 17 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written above. CONSULTANT: MICHAEL BAKER INTERNATIONAL, INC. By __________________________________________________ Date __________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By __________________________________________________ Ryan P. Gallagher Date Board Chairman By __________________________________________________ Kelly A. Lore Date Clerk of the Board By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs Attachment “L” – Not Attached Attachment “M” – Not Attached DM:tk ATTACHMENT “A” SCOPE OF WORK PSA2025-002 Page 1 of 4 ATTACHMENT “A” SCOPE OF WORK SURVEYING SERVICES FOR THE ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS PSA2025-002 I. PURPOSE The selected CONSULTANT shall provide on-call surveying services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system) located throughout Orange County. II. TYPICAL TASKS PRELIMINARY ALIGNMENT: Provide preliminary stationing at intervals as required by the OC SAN Engineer. CONSTRUCTION ALIGNMENT: Provide horizontal and vertical controls. Paint or flag centerline of sewer for collections projects when requested by the OC SAN Engineer. CONTRACTOR'S STAKING: Provide one set of offset line-and-grade stakes for pipeline, manholes, structures, etc. at 25 to 50-foot intervals, or as required by the OC SAN Engineer along with cut sheets for contractor's use. PIPE CASINGS/TUNNELS: Provide one set of offset stakes for each pit location and one set for horizontal and vertical control in pits, with cut sheets. Provide line-and-grade checks inside casings. PIPELINE HEADING CHECK: Provide line-and-grade checks daily or as required by the OC SAN Engineer. STREET CENTERLINE TIES: Prior to construction, tie-out street centerline monumentation, and after construction, replace disturbed or destroyed street centerline ties. PAVEMENT REPLACEMENT: At the locations requested by OC SAN, street cross sections will be surveyed prior to construction. For pavement replacement after construction, one set of paving and curb stakes will be provided at locations designated by OC SAN. PSA2025-002 Page 2 of 4 MISCELLANEOUS SURVEY: As requested by OC SAN, provide boundary and topographic surveys, monument replacement, aerial photography, settlement monitoring, easement review and preparation, and other miscellaneous items. Prepare base maps and exhibits using AutoCAD, latest version, record required documents with the County. III. REQUIREMENTS 1. CONSULTANT shall be available to work the next day if scheduled by the end of the work day. OC SAN expects that the technician will arrive at the site with the correct equipment, calibrated to existing standards with documentation. OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. Crews shall sign in/out with signatures by OC SAN representative and 3rd party crew. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs shall be included in the total hourly rate for field service fees. 3. CONSULTANT shall be experienced with tunnel and casing surveys. 4. Copies of all survey notes shall be furnished to OC SAN within 24 hours of survey or stakeout. Cut sheets and heading checks documents shall be provided the same day. 5. CONSULTANT shall provide daily reports which include testing data result forms showing maximum density, dry density, Marshall, Compaction, location and elevation of each test taken, including both passing and failures. CONSULTANT may be required to provide other test results as requested by the OC SAN Engineer. 6. Survey work shall be documented in English Standard Units and/or Metric Units, as required by OC SAN. 7. CONSULTANT shall be available for occasional night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice. 8. Survey party should consist of two or three persons per crew with a certified party chief, or equal. 9. Party chief or company representative should be available for the pre-construction meeting and other key meetings as the project progresses. 10. All supplies, such as, but not limited to, stakes, flagging, nails, spikes, ties, paint, etc. shall be included in the hourly rate. 11. All surveyors must be adequately insured for liability and property damage, and a copy of the policy must be forwarded to OC SAN. Vehicles shall bear the CONSULTANT’s name. 12. CONSULTANT shall be able to provide proper traffic control in accordance with the Work Area Traffic Control Handbook (WATCH) Manual, Manual on Uniform Traffic PSA2025-002 Page 3 of 4 Control Devices (MUTCD) or as required by the governing agency when carrying out their functions and duties. 13. At least one member of the party shall have a cell phone or other form of communication so as to be in contact with the home office in the event OC SAN requires immediate communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via cell phone. 14. CONSULTANT must be able to recognize survey errors or omissions in the contract drawings, survey or stakeout, and alert OC SAN staff timely in order to mitigate production delays and costs. 15. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards. 16. On occasion, CONSULTANT will be required to enter confined spaces to perform work. Entrants shall be CAL-OSHA confined-space trained and certified. Certifications shall be submitted to OC SAN for review and approval at least 48 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit. 17. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel; onsite means OC SAN’s Plant 1, Plant 2, or whenever the situation requires an atmospheric monitor. a. Personnel must be fall-protection trained and provide their own fall-protection PPE, when onsite. 18. OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate. 19. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including: • Task Order Number and Project Number and/or Project Description included on the statement. • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of OC SAN’s Inspector approving the day’s work. PSA2025-002 Page 4 of 4 • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment. 20. If any conflict of interest occurs on a project, OC SAN shall be notified without delay of the conflict. OC SAN will evaluate conflict of interest on a case-by-case basis and advise as to whether it may be waived in each case. PSA PSA2025-002 Revised 073024 PSOMAS Page 1 of 17 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and PSOMAS, (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Surveying Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-002; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the ordinary industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. PSA PSA2025-002 Revised 073024 PSOMAS Page 2 of 17 CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the reasonable satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, external correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN. 2. TERM This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years. 3. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Five Hundred Thousand Dollars ($500,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs. PSA PSA2025-002 Revised 073024 PSOMAS Page 3 of 17 B. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information. 4. PAYMENT A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement. B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”, and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN. Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis. C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by PSA PSA2025-002 Revised 073024 PSOMAS Page 4 of 17 OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). 7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE A. Ownership of Documents for the professional services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these PSA PSA2025-002 Revised 073024 PSOMAS Page 5 of 17 documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile PSA PSA2025-002 Revised 073024 PSOMAS Page 6 of 17 equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. D. Automobile/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN. PSA PSA2025-002 Revised 073024 PSOMAS Page 7 of 17 F. Workers’ Compensation Insurance The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and PSA PSA2025-002 Revised 073024 PSOMAS Page 8 of 17 endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form • Additional Insured (General Liability) The combination of (ISO Forms) CG 2010 and CG 2037 All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN. • Additional Insured (Automobile Liability) Submit endorsement provided by carrier for OC SAN approval. • Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval. • Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any 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 PSA PSA2025-002 Revised 073024 PSOMAS Page 9 of 17 J. Primary Insurance The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured The general and automobile liability policies shall contain a “Separation of Insureds” clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs The general and automobile liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA PSA2025-002 Revised 073024 PSOMAS Page 10 of 17 9. SCOPE CHANGES In the event of a change in the Scope of Work or other terms in the Agreement, as requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant. There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The PSA PSA2025-002 Revised 073024 PSOMAS Page 11 of 17 CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT: PSOMAS 5 Hutton Centre Drive, Suite 300 Santa Ana, CA 92707 Attention: Dannie Green, Vice President/Project Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT. 15. TERMINATION OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis PSA PSA2025-002 Revised 073024 PSOMAS Page 12 of 17 through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, external correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN. 17. COMPLIANCE A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. B. Air Pollution CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations: • Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6 • Truck & Bus Regulation (T&B): 13 CCR 2025 • Clean Truck Check (CTC): 13 CCR 2195-2199.1 • Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2 PSA PSA2025-002 Revised 073024 PSOMAS Page 13 of 17 E. California Voluntary Protection Program Annual Reporting Requirement If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT 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. CONSULTANT 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 CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN. 18. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, PSA PSA2025-002 Revised 073024 PSOMAS Page 14 of 17 liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the PSA PSA2025-002 Revised 073024 PSOMAS Page 15 of 17 negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance. PSA PSA2025-002 Revised 073024 PSOMAS Page 16 of 17 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PSA2025-002 Revised 073024 PSOMAS Page 17 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written above. CONSULTANT: PSOMAS By __________________________________________________ Date __________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By __________________________________________________ Ryan P. Gallagher Date Board Chairman By __________________________________________________ Kelly A. Lore Date Clerk of the Board By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs Attachment “L” – Not Attached Attachment “M” – Not Attached DM:tk ATTACHMENT “A” SCOPE OF WORK PSA2025-002 Page 1 of 4 ATTACHMENT “A” SCOPE OF WORK SURVEYING SERVICES FOR THE ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS PSA2025-002 I. PURPOSE The selected CONSULTANT shall provide on-call surveying services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system) located throughout Orange County. II. TYPICAL TASKS PRELIMINARY ALIGNMENT: Provide preliminary stationing at intervals as required by the OC SAN Engineer. CONSTRUCTION ALIGNMENT: Provide horizontal and vertical controls. Paint or flag centerline of sewer for collections projects when requested by the OC SAN Engineer. CONTRACTOR'S STAKING: Provide one set of offset line-and-grade stakes for pipeline, manholes, structures, etc. at 25 to 50-foot intervals, or as required by the OC SAN Engineer along with cut sheets for contractor's use. PIPE CASINGS/TUNNELS: Provide one set of offset stakes for each pit location and one set for horizontal and vertical control in pits, with cut sheets. Provide line-and-grade checks inside casings. PIPELINE HEADING CHECK: Provide line-and-grade checks daily or as required by the OC SAN Engineer. STREET CENTERLINE TIES: Prior to construction, tie-out street centerline monumentation, and after construction, replace disturbed or destroyed street centerline ties. PAVEMENT REPLACEMENT: At the locations requested by OC SAN, street cross sections will be surveyed prior to construction. For pavement replacement after construction, one set of paving and curb stakes will be provided at locations designated by OC SAN. PSA2025-002 Page 2 of 4 MISCELLANEOUS SURVEY: As requested by OC SAN, provide boundary and topographic surveys, monument replacement, aerial photography, settlement monitoring, easement review and preparation, and other miscellaneous items. Prepare base maps and exhibits using AutoCAD, latest version, record required documents with the County. III. REQUIREMENTS 1. CONSULTANT shall be available to work the next day if scheduled by the end of the work day. OC SAN expects that the technician will arrive at the site with the correct equipment, calibrated to existing standards with documentation. OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. Crews shall sign in/out with signatures by OC SAN representative and 3rd party crew. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs shall be included in the total hourly rate for field service fees. 3. CONSULTANT shall be experienced with tunnel and casing surveys. 4. Copies of all survey notes shall be furnished to OC SAN within 24 hours of survey or stakeout. Cut sheets and heading checks documents shall be provided the same day. 5. CONSULTANT shall provide daily reports which include testing data result forms showing maximum density, dry density, Marshall, Compaction, location and elevation of each test taken, including both passing and failures. CONSULTANT may be required to provide other test results as requested by the OC SAN Engineer. 6. Survey work shall be documented in English Standard Units and/or Metric Units, as required by OC SAN. 7. CONSULTANT shall be available for occasional night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice. 8. Survey party should consist of two or three persons per crew with a certified party chief, or equal. 9. Party chief or company representative should be available for the pre-construction meeting and other key meetings as the project progresses. 10. All supplies, such as, but not limited to, stakes, flagging, nails, spikes, ties, paint, etc. shall be included in the hourly rate. 11. All surveyors must be adequately insured for liability and property damage, and a copy of the policy must be forwarded to OC SAN. Vehicles shall bear the CONSULTANT’s name. 12. CONSULTANT shall be able to provide proper traffic control in accordance with the Work Area Traffic Control Handbook (WATCH) Manual, Manual on Uniform Traffic PSA2025-002 Page 3 of 4 Control Devices (MUTCD) or as required by the governing agency when carrying out their functions and duties. 13. At least one member of the party shall have a cell phone or other form of communication so as to be in contact with the home office in the event OC SAN requires immediate communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via cell phone. 14. CONSULTANT must be able to recognize survey errors or omissions in the contract drawings, survey or stakeout, and alert OC SAN staff timely in order to mitigate production delays and costs. 15. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards. 16. On occasion, CONSULTANT will be required to enter confined spaces to perform work. Entrants shall be CAL-OSHA confined-space trained and certified. Certifications shall be submitted to OC SAN for review and approval at least 48 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit. 17. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel; onsite means OC SAN’s Plant 1, Plant 2, or whenever the situation requires an atmospheric monitor. a. Personnel must be fall-protection trained and provide their own fall-protection PPE, when onsite. 18. OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate. 19. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including: • Task Order Number and Project Number and/or Project Description included on the statement. • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of OC SAN’s Inspector approving the day’s work. PSA2025-002 Page 4 of 4 • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment. 20. If any conflict of interest occurs on a project, OC SAN shall be notified without delay of the conflict. OC SAN will evaluate conflict of interest on a case-by-case basis and advise as to whether it may be waived in each case. PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 1 of 17 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and STANTEC CONSULTING SERVICES INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Surveying Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-002; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 2 of 17 writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN. 2. TERM This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years. 3. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Five Hundred Thousand Dollars ($500,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs. PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 3 of 17 B. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information. 4. PAYMENT A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement. B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”, and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN. Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis. C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. D. Pursuant to the California False Claims Act (Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 4 of 17 OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). 7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE A. Ownership of Documents for the professional services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 5 of 17 documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 6 of 17 equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. D. Automobile/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN. PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 7 of 17 F. Workers’ Compensation Insurance The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 8 of 17 endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form • Additional Insured (General Liability) The combination of (ISO Forms) CG 2010 and CG 2037 All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN. • Additional Insured (Automobile Liability) Submit endorsement provided by carrier for OC SAN approval. • Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval. • Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any 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 PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 9 of 17 J. Primary Insurance The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured The general and automobile liability policies shall contain a “Separation of Insureds” clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs The general and automobile liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 10 of 17 9. SCOPE CHANGES In the event of a change in the Scope of Work or other terms in the Agreement, as requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant. There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 11 of 17 CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT: STANTEC CONSULTING SERVICES INC. 38 Technology Drive Irvine, CA 92617-5312 Attention: Greg Sebourn, Principal Copy: Jason Shockley, Field Survey Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT. 15. TERMINATION OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 12 of 17 CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN. 17. COMPLIANCE A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. B. Air Pollution CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations: • Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6 • Truck & Bus Regulation (T&B): 13 CCR 2025 • Clean Truck Check (CTC): 13 CCR 2195-2199.1 • Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2 PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 13 of 17 E. California Voluntary Protection Program Annual Reporting Requirement If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT 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. CONSULTANT 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 CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN. 18. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 14 of 17 liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 15 of 17 negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance. PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 16 of 17 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PSA2025-002 Revised 073024 STANTEC CONSULTING SERVICES INC. Page 17 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written above. CONSULTANT: STANTEC CONSULTING SERVICES INC. By __________________________________________________ Date __________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By __________________________________________________ Ryan P. Gallagher Date Board Chairman By __________________________________________________ Kelly A. Lore Date Clerk of the Board By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs Attachment “L” – Not Attached Attachment “M” – Not Attached DM:tk ATTACHMENT “A” SCOPE OF WORK PSA2025-002 Page 1 of 4 ATTACHMENT “A” SCOPE OF WORK SURVEYING SERVICES FOR THE ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS PSA2025-002 I. PURPOSE The selected CONSULTANT shall provide on-call surveying services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system) located throughout Orange County. II. TYPICAL TASKS PRELIMINARY ALIGNMENT: Provide preliminary stationing at intervals as required by the OC SAN Engineer. CONSTRUCTION ALIGNMENT: Provide horizontal and vertical controls. Paint or flag centerline of sewer for collections projects when requested by the OC SAN Engineer. CONTRACTOR'S STAKING: Provide one set of offset line-and-grade stakes for pipeline, manholes, structures, etc. at 25 to 50-foot intervals, or as required by the OC SAN Engineer along with cut sheets for contractor's use. PIPE CASINGS/TUNNELS: Provide one set of offset stakes for each pit location and one set for horizontal and vertical control in pits, with cut sheets. Provide line-and-grade checks inside casings. PIPELINE HEADING CHECK: Provide line-and-grade checks daily or as required by the OC SAN Engineer. STREET CENTERLINE TIES: Prior to construction, tie-out street centerline monumentation, and after construction, replace disturbed or destroyed street centerline ties. PAVEMENT REPLACEMENT: At the locations requested by OC SAN, street cross sections will be surveyed prior to construction. For pavement replacement after construction, one set of paving and curb stakes will be provided at locations designated by OC SAN. PSA2025-002 Page 2 of 4 MISCELLANEOUS SURVEY: As requested by OC SAN, provide boundary and topographic surveys, monument replacement, aerial photography, settlement monitoring, easement review and preparation, and other miscellaneous items. Prepare base maps and exhibits using AutoCAD, latest version, record required documents with the County. III. REQUIREMENTS 1. CONSULTANT shall be available to work the next day if scheduled by the end of the work day. OC SAN expects that the technician will arrive at the site with the correct equipment, calibrated to existing standards with documentation. OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. Crews shall sign in/out with signatures by OC SAN representative and 3rd party crew. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs shall be included in the total hourly rate for field service fees. 3. CONSULTANT shall be experienced with tunnel and casing surveys. 4. Copies of all survey notes shall be furnished to OC SAN within 24 hours of survey or stakeout. Cut sheets and heading checks documents shall be provided the same day. 5. CONSULTANT shall provide daily reports which include testing data result forms showing maximum density, dry density, Marshall, Compaction, location and elevation of each test taken, including both passing and failures. CONSULTANT may be required to provide other test results as requested by the OC SAN Engineer. 6. Survey work shall be documented in English Standard Units and/or Metric Units, as required by OC SAN. 7. CONSULTANT shall be available for occasional night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice. 8. Survey party should consist of two or three persons per crew with a certified party chief, or equal. 9. Party chief or company representative should be available for the pre-construction meeting and other key meetings as the project progresses. 10. All supplies, such as, but not limited to, stakes, flagging, nails, spikes, ties, paint, etc. shall be included in the hourly rate. 11. All surveyors must be adequately insured for liability and property damage, and a copy of the policy must be forwarded to OC SAN. Vehicles shall bear the CONSULTANT’s name. 12. CONSULTANT shall be able to provide proper traffic control in accordance with the Work Area Traffic Control Handbook (WATCH) Manual, Manual on Uniform Traffic PSA2025-002 Page 3 of 4 Control Devices (MUTCD) or as required by the governing agency when carrying out their functions and duties. 13. At least one member of the party shall have a cell phone or other form of communication so as to be in contact with the home office in the event OC SAN requires immediate communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via cell phone. 14. CONSULTANT must be able to recognize survey errors or omissions in the contract drawings, survey or stakeout, and alert OC SAN staff timely in order to mitigate production delays and costs. 15. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards. 16. On occasion, CONSULTANT will be required to enter confined spaces to perform work. Entrants shall be CAL-OSHA confined-space trained and certified. Certifications shall be submitted to OC SAN for review and approval at least 48 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit. 17. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel; onsite means OC SAN’s Plant 1, Plant 2, or whenever the situation requires an atmospheric monitor. a. Personnel must be fall-protection trained and provide their own fall-protection PPE, when onsite. 18. OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate. 19. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including: • Task Order Number and Project Number and/or Project Description included on the statement. • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of OC SAN’s Inspector approving the day’s work. PSA2025-002 Page 4 of 4 • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment. 20. If any conflict of interest occurs on a project, OC SAN shall be notified without delay of the conflict. OC SAN will evaluate conflict of interest on a case-by-case basis and advise as to whether it may be waived in each case. PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 1 of 17 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and D. WOOLLEY & ASSOCIATES, INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Surveying Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-002; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 2 of 17 writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN. 2. TERM This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years. 3. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Five Hundred Thousand Dollars ($500,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs. PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 3 of 17 B. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information. 4. PAYMENT A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement. B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”, and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN. Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis. C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. D. Pursuant to the California False Claims Act (Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 4 of 17 OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). 7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE A. Ownership of Documents for the professional services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 5 of 17 documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 6 of 17 equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. D. Automobile/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN. PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 7 of 17 F. Workers’ Compensation Insurance The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 8 of 17 endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form • Additional Insured (General Liability) The combination of (ISO Forms) CG 2010 and CG 2037 All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN. • Additional Insured (Automobile Liability) Submit endorsement provided by carrier for OC SAN approval. • Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval. • Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any 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 PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 9 of 17 J. Primary Insurance The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured The general and automobile liability policies shall contain a “Separation of Insureds” clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs The general and automobile liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 10 of 17 9. SCOPE CHANGES In the event of a change in the Scope of Work or other terms in the Agreement, as requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant. There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 11 of 17 CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT: D. WOOLLEY & ASSOCIATES, INC. 2832 Walnut Ave., Suite A Tustin, CA 92780 Attention: David E. Woolley, President and Owner All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT. 15. TERMINATION OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 12 of 17 through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN. 17. COMPLIANCE A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. B. Air Pollution CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations: • Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6 • Truck & Bus Regulation (T&B): 13 CCR 2025 • Clean Truck Check (CTC): 13 CCR 2195-2199.1 • Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2 PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 13 of 17 E. California Voluntary Protection Program Annual Reporting Requirement If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT 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. CONSULTANT 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 CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN. 18. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 14 of 17 liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 15 of 17 negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance. PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 16 of 17 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PSA2025-002 Revised 073024 D. WOOLLEY & ASSOCIATES, INC. Page 17 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written above. CONSULTANT: D. WOOLLEY & ASSOCIATES, INC. By __________________________________________________ Date __________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By __________________________________________________ Ryan P. Gallagher Date Board Chairman By __________________________________________________ Kelly A. Lore Date Clerk of the Board By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs Attachment “L” – Not Attached Attachment “M” – Not Attached DM:tk ATTACHMENT “A” SCOPE OF WORK PSA2025-002 Page 1 of 4 ATTACHMENT “A” SCOPE OF WORK SURVEYING SERVICES FOR THE ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS PSA2025-002 I. PURPOSE The selected CONSULTANT shall provide on-call surveying services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system) located throughout Orange County. II. TYPICAL TASKS PRELIMINARY ALIGNMENT: Provide preliminary stationing at intervals as required by the OC SAN Engineer. CONSTRUCTION ALIGNMENT: Provide horizontal and vertical controls. Paint or flag centerline of sewer for collections projects when requested by the OC SAN Engineer. CONTRACTOR'S STAKING: Provide one set of offset line-and-grade stakes for pipeline, manholes, structures, etc. at 25 to 50-foot intervals, or as required by the OC SAN Engineer along with cut sheets for contractor's use. PIPE CASINGS/TUNNELS: Provide one set of offset stakes for each pit location and one set for horizontal and vertical control in pits, with cut sheets. Provide line-and-grade checks inside casings. PIPELINE HEADING CHECK: Provide line-and-grade checks daily or as required by the OC SAN Engineer. STREET CENTERLINE TIES: Prior to construction, tie-out street centerline monumentation, and after construction, replace disturbed or destroyed street centerline ties. PAVEMENT REPLACEMENT: At the locations requested by OC SAN, street cross sections will be surveyed prior to construction. For pavement replacement after construction, one set of paving and curb stakes will be provided at locations designated by OC SAN. PSA2025-002 Page 2 of 4 MISCELLANEOUS SURVEY: As requested by OC SAN, provide boundary and topographic surveys, monument replacement, aerial photography, settlement monitoring, easement review and preparation, and other miscellaneous items. Prepare base maps and exhibits using AutoCAD, latest version, record required documents with the County. III. REQUIREMENTS 1. CONSULTANT shall be available to work the next day if scheduled by the end of the work day. OC SAN expects that the technician will arrive at the site with the correct equipment, calibrated to existing standards with documentation. OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. Crews shall sign in/out with signatures by OC SAN representative and 3rd party crew. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs shall be included in the total hourly rate for field service fees. 3. CONSULTANT shall be experienced with tunnel and casing surveys. 4. Copies of all survey notes shall be furnished to OC SAN within 24 hours of survey or stakeout. Cut sheets and heading checks documents shall be provided the same day. 5. CONSULTANT shall provide daily reports which include testing data result forms showing maximum density, dry density, Marshall, Compaction, location and elevation of each test taken, including both passing and failures. CONSULTANT may be required to provide other test results as requested by the OC SAN Engineer. 6. Survey work shall be documented in English Standard Units and/or Metric Units, as required by OC SAN. 7. CONSULTANT shall be available for occasional night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice. 8. Survey party should consist of two or three persons per crew with a certified party chief, or equal. 9. Party chief or company representative should be available for the pre-construction meeting and other key meetings as the project progresses. 10. All supplies, such as, but not limited to, stakes, flagging, nails, spikes, ties, paint, etc. shall be included in the hourly rate. 11. All surveyors must be adequately insured for liability and property damage, and a copy of the policy must be forwarded to OC SAN. Vehicles shall bear the CONSULTANT’s name. 12. CONSULTANT shall be able to provide proper traffic control in accordance with the Work Area Traffic Control Handbook (WATCH) Manual, Manual on Uniform Traffic PSA2025-002 Page 3 of 4 Control Devices (MUTCD) or as required by the governing agency when carrying out their functions and duties. 13. At least one member of the party shall have a cell phone or other form of communication so as to be in contact with the home office in the event OC SAN requires immediate communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via cell phone. 14. CONSULTANT must be able to recognize survey errors or omissions in the contract drawings, survey or stakeout, and alert OC SAN staff timely in order to mitigate production delays and costs. 15. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards. 16. On occasion, CONSULTANT will be required to enter confined spaces to perform work. Entrants shall be CAL-OSHA confined-space trained and certified. Certifications shall be submitted to OC SAN for review and approval at least 48 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit. 17. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel; onsite means OC SAN’s Plant 1, Plant 2, or whenever the situation requires an atmospheric monitor. a. Personnel must be fall-protection trained and provide their own fall-protection PPE, when onsite. 18. OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate. 19. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including: • Task Order Number and Project Number and/or Project Description included on the statement. • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of OC SAN’s Inspector approving the day’s work. PSA2025-002 Page 4 of 4 • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment. 20. If any conflict of interest occurs on a project, OC SAN shall be notified without delay of the conflict. OC SAN will evaluate conflict of interest on a case-by-case basis and advise as to whether it may be waived in each case. OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4158 Agenda Date:3/26/2025 Agenda Item No:9. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: ON-CALL MATERIALS TESTING, INSPECTION, AND OTHER GEOTECHNICAL TESTING SERVICES FOR ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS, PSA2025-003 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Approve Professional Services Agreements to provide on-call Materials Testing,Inspection,and Other Geotechnical Testing Services for Orange County Sanitation District’s Capital Improvement Program,Facilities Engineering,Operations,and Maintenance Projects,PSA2025-003,for a three- year period commencing May 1,2025,through April 30,2028,with two one-year renewal options,for an amount not to exceed $750,000 per individual agreement ($3,000,000 total)with the following four firms: ·Kleinfelder, Inc. ·Barnett Quality Control Services, Inc. dba NOVA Services, Inc. ·Ninyo & Moore Geotechnical & Environmental Sciences Consultants ·Atlas Technical Consultants LLC BACKGROUND The Orange County Sanitation District (OC San)uses outside specialty Consultants for materials testing,inspection,and other geotechnical testing services to support the Capital Improvement Program,Small Construction Projects,and Maintenance Projects during the planning,design,and construction of facilities both inside the plants and for the collection system. RELEVANT STANDARDS ·Ensure the public’s money is wisely spent ·1, 5, 20-year planning horizons ·Comply with California Government Code §4526:Select the “best qualified firm”and “negotiate fair and equitable fees” Orange County Sanitation District Printed on 3/18/2025Page 1 of 4 powered by Legistar™ File #:2025-4158 Agenda Date:3/26/2025 Agenda Item No:9. PROBLEM The current on-call materials testing,inspection,and other geotechnical testing services agreements are expiring in April 2025.Without new agreements,OC San would not have access to these services to support the Capital Improvement Program,Small Construction Projects,and Maintenance Projects. PROPOSED SOLUTION Approve four Professional Services Agreements to provide on-call materials testing,inspection,and other geotechnical testing services for collection system and treatment plant projects for up to a five- year period ending in April 2030. The agreements will cover a three-year period with two one-year renewal options.The recommended agreement amounts are based on the number and type of services utilized in the past and the anticipated needs going forward. Staff will use these Consultants on an as-needed basis. TIMING CONCERNS Delaying the new agreements will prevent the use of these services to support collection system and treatment plant projects. RAMIFICATIONS OF NOT TAKING ACTION Increased risk of construction quality and code compliance problems in supporting the Capital Improvement Program, Small Construction Projects, and Maintenance Projects. PRIOR COMMITTEE/BOARD ACTIONS N/A ADDITIONAL INFORMATION On September 25,2024,OC San issued a Notice to Prospective Proposers to over 1,500 vendors which outlined the timeline for the solicitation.On October 8,2024,OC San requested and advertised for proposals.11 companies identified themselves as potential proposers,so an adequate response was expected. 14 proposals were received on November 21,2024.The proposals were 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:two Construction Inspection Supervisors,one Senior Construction Inspector,one Construction Inspector,and one Senior Safety and Health Specialist.The Evaluation Team also included one non-voting representative from the Contracts Administration Division. The following evaluation criteria were described in the RFP and used to evaluate the proposals. Orange County Sanitation District Printed on 3/18/2025Page 2 of 4 powered by Legistar™ File #:2025-4158 Agenda Date:3/26/2025 Agenda Item No:9. CRITERION WEIGHT Project Approach and Scope of Work Understanding 25% Staff Qualifications 40% Professional Registration and Experience 35% The Evaluation Team scored the proposals on the established criteria as summarized in the table below: Rank Firm Approach and Understanding (Max 25 Pts.) Staff Qualifications (Max 40 Pts.) Experience (Max 35 Pts.) Total Score (Max 100 Pts.) 1 Kleinfelder, Inc.23 38 32 93 2 Barnett Quality Control Services, Inc. dba NOVA Services, Inc. 23 38 31 92 3 Ninyo & Moore Geotechnical & Environmental Sciences Consultants 23 34 32 89 4 Atlas Technical Consultants LLC 22 33 32 87 5 AESCO 18 31 28 77 6 The Converse Professional Group dba Converse Consultants 18 23 31 72 7 TGR Geotechnical, Inc.18 30 23 71 8 G3 Quality, Inc.16 31 21 68 9 Group Delta Consultants, Inc. 17 26 25 68 10 Hushmand Associates, Inc.17 30 21 68 11 American Engineering Laboratories, Inc. 18 30 16 64 12 Fenagh Inc. dba Fenagh Engineering and Testing 12 30 18 60 13 Willdan Engineering 11 18 18 47 14 MTGL, Inc.*Non- responsive The proposal by MTGL,Inc.was determined to be non-responsive as their submitted proposal did not conform with the RFP requirements;and they did not submit their Cal OSHA 300/300A Logs and Summaries for the three prior calendar years.A clarification request for the missing information was Orange County Sanitation District Printed on 3/18/2025Page 3 of 4 powered by Legistar™ File #:2025-4158 Agenda Date:3/26/2025 Agenda Item No:9. Summaries for the three prior calendar years.A clarification request for the missing information was issued by OC San.The response from MTGL,Inc.identified an Accident Frequency Factor of 1.67, which is above OC San’s acceptable limit of 1.25.On December 11,2024,OC San issued a proposal rejection to MTGL, Inc. Based on this scoring,staff recommends approval of agreements to the top four-ranked firms.The Proposers recommended for approval generally had a better approach to meeting OC San’s needs in combination with highly qualified staff and demonstrated experience performing the type of inspections,testing,and other services needed for OC San’s projected work over the agreement period. Lower scoring Proposers generally did not address all requirements of the RFP. Review of Fee Proposal and Negotiations: The fee proposals for the selected firms were opened on January 23,2025,and the rates were reviewed for general conformance and found to be acceptable.Staff recommends approval of the agreements to Kleinfelder,Inc.,Barnett Quality Control Services,Inc.dba NOVA Services,Inc.,Ninyo & Moore Geotechnical & Environmental Sciences Consultants, and Atlas Technical Consultants LLC. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.The budgeted costs for the proposed Professional Services Agreements are contained within the approved CIP project budgets and no additional funding is necessary. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Professional Services Agreements RC:lb Orange County Sanitation District Printed on 3/18/2025Page 4 of 4 powered by Legistar™ PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 1 of 17 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and KLEINFELDER, INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Materials Testing, Inspection, and Other Geotechnical Testing Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-003; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the ordinary industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be incorporated into the work prior to the next review deadline or addressed, in PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 2 of 17 writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN. 2. TERM This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years. 3. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs. PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 3 of 17 B. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information. 4. PAYMENT A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement. B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”, and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN. OC SAN will notify CONSULTANT within fifteen (15) days following receipt of an invoice, if any corrections to the invoice are required from the CONSULTANT and if OC SAN does not approve all or part of an invoice. OC SAN will pay approved invoices within thirty (30) days of receipt and approval by OC SAN of the payment request. C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all payment claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 4 of 17 request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). 7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE A. Ownership of Documents for the professional services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 5 of 17 services, shall be the property of OC SAN. OC SAN’s ownership of these documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 6 of 17 liability, independent contractors liability, personal and advertising injury, mobile equipment, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. D. Automobile/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN. PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 7 of 17 F. Workers’ Compensation Insurance The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 8 of 17 endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form • Additional Insured (General Liability) The combination of (ISO Forms) CG 2010 and CG 2037 All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN. • Additional Insured (Automobile Liability) Submit endorsement provided by carrier for OC SAN approval. • Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval. • Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance policy cancellation within a reasonable amount of time upon receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any change in the terms of insurance, including reduction in coverage or increase in deductible/SIR, within a reasonable amount of time upon 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 PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 9 of 17 J. Primary Insurance The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured The general and automobile liability policies shall contain a “Separation of Insureds” clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs The general and automobile liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. 9. SCOPE CHANGES In the event of a change in the Scope of Work or other terms in the Agreement, as requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems. PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 10 of 17 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant. There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data. PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 11 of 17 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT: KLEINFELDER, INC. 24411 Ridge Route Drive, Suite 225 Laguna Hills, CA 92653 Attention: Jeffrey Walker, Contract Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT. 15. TERMINATION OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 12 of 17 Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN. 17. COMPLIANCE A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. B. Air Pollution CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations: • Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6 • Truck & Bus Regulation (T&B): 13 CCR 2025 • Clean Truck Check (CTC): 13 CCR 2195-2199.1 • Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2 E. California Voluntary Protection Program Annual Reporting Requirement If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT 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 PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 13 of 17 job transfer. CONSULTANT 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 CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN. 18. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards defined herein as that level of care and skill ordinarily exercised by other members of CONSULTANT’s profession practicing in the same locality under similar conditions and at the date the Services are provided (Standard of Care). If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 14 of 17 “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 15 of 17 Notwithstanding any of the foregoing, and with respect to professional liability claims only, CONSULTANT shall not have an upfront duty to defend and shall satisfy any defense obligation at the time of judgment, award or settlement by paying a share of the defense costs incurred by the Indemnified Party in a proportionate amount equal to CONSULTANT’s fault or liability. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement. Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 16 of 17 the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance. 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PSA2025-003 Revised 073024 KLEINFELDER, INC. Page 17 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written above. CONSULTANT: KLEINFELDER, INC. By __________________________________________________ Date __________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By __________________________________________________ Ryan P. Gallagher Date Board Chairman By __________________________________________________ Kelly A. Lore Date Clerk of the Board By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs Attachment “L” – Not Attached Attachment “M” – Not Attached DM:tk ATTACHMENT “A” SCOPE OF WORK PSA2025-003 Page 1 of 3 ATTACHMENT “A” SCOPE OF WORK MATERIALS TESTING, INSPECTION, AND OTHER GEOTECHNICAL TESTING SERVICES FOR THE ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS PSA2025-003 I. PURPOSE The selected CONSULTANT shall provide on-call materials testing, inspection and other geotechnical testing services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system) located throughout Orange County and offsite facilities as required for testing and observation. When required, CONSULTANT may travel to fabrication shops outside Orange County. II. TYPICAL TASKS SOILS: Provide lab testing for maximum density, sieve analysis, gradation and soil identification. Field-test compacted soil using nuclear density meter methods. Inspect compaction efforts by contractors to achieve specification-required densities. On a less frequent basis, be prepared to conduct soil sampling to depths as required. CONCRETE/MASONRY: Provide concrete, mortar and grout cylinder compressive testing, masonry prism test, and shear test on brick cores. Pick up test specimen sets from construction sites. Provide concrete and masonry construction inspection as needed. WELDING INSPECTION: Provide certified welding inspection for pipelines, welded connections, or as directed by OC SAN. The inspections shall include non-destructive testing and destructive testing as needed. Some welding inspection may occur outside of California and fees will be negotiated on a case-by-case basis. ASPHALT: Provide field density testing and sample collection and lab testing. Inspect compaction efforts by contractors to achieve specification-required densities. METALS: Provide tensile strength lab testing. Provide field testing for welds and inspect welding operations. As needed, provide materials analysis to determine the type of steel with destructive testing as required. Provide Positive Material Identification utilizing an XRF analyzer, Niton XLT 898 or equal. PSA2025-003 Page 2 of 3 MATERIALS: Provide material testing services for determining the chemical composition of various metals including but not limited to cast iron, cast steel, ductile iron, FRP, stainless steel castings (fittings), stainless steel piping, steel pipe, aluminum, copper alloy or as directed. Service may include destructive and non- destructive testing and opinion as to the grade, type, or ASTM equivalent. III. REQUIREMENTS 1. CONSULTANT shall be available to work the next day if scheduled by the end of the work day. OC SAN expects that the technician will arrive at the site with the correct equipment, calibrated to existing standards with documentation. OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs and equipment shall be included in the total hourly rate for field service fees. 3. All test results shall be clearly summarized in a standardized report format and submitted to OC SAN for review and comment. 4. CONSULTANT shall provide a detailed daily report for each day of field testing and observation with reported hours within 24 hours. The report can be non-carbon or photo copied reproduction. CONSULTANT shall sign in and out daily with the OC SAN representative. 5. CONSULTANT shall be available for night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice. 6. CONSULTANT shall be available to attend a pre-construction meeting and other key meetings as the project progresses. 7. All technicians must be adequately insured for liability and property damage, and a copy of the policy must be forwarded to OC SAN. Vehicles shall bear the CONSULTANT’s name. 8. At least one member in the field shall have a cell phone or other form of communication so as to be in contact with the home office in the event the OC SAN requires immediate communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via cell phone. 9. CONSULTANT must be able to recognize errors or omissions in the contract documents and specifications, and alert OC SAN staff timely in order to mitigate production delays and costs. 10. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards. 11. On occasion, CONSULTANT will be required to enter confined spaces to perform work. Entrants shall be CAL-OSHA confined-space trained and certified. Certifications shall be submitted to OC SAN for review and approval at least 48 PSA2025-003 Page 3 of 3 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit. 12. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel; onsite means OC SAN’s Plant 1, Plant 2, or whenever the situation requires an atmospheric monitor. a. Personnel must be fall-protection trained and provide their own fall-protection PPE, when onsite. 13. OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate. 14. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including: • Task Order Number and Project Number and/or Project Description included on the statement. • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of OC SAN’s Inspector approving the day’s work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment. 15. If any conflict of interest occurs on a project, OC SAN shall be notified without delay of the conflict. OC SAN will evaluate conflict of interest on a case-by-case basis and advise as to whether it may be waived in each case. 16. To accommodate cases where other materials testing services are required, CONSULTANT shall, when requested by OC SAN, locate and subcontact local, qualified inspectors who can satisfy requirements for inspection and/or testing, and shall direct the work of the subcontractor(s). Billing rates for subcontractor(s) shall not exceed submitted rates for this proposal, plus a 15% overhead mark up. PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 1 of 17 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and BARNETT QUALITY CONTROL SERVICES, INC. dba NOVA SERVICES, INC., (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Materials Testing, Inspection, and Other Geotechnical Testing Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-003; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 2 of 17 incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN. 2. TERM This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years. 3. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs. PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 3 of 17 B. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information. 4. PAYMENT A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement. B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”, and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN. Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis. C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 4 of 17 OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). 7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE A. Ownership of Documents for the professional services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 5 of 17 documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 6 of 17 equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. D. Automobile/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN. PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 7 of 17 F. Workers’ Compensation Insurance The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 8 of 17 endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form • Additional Insured (General Liability) The combination of (ISO Forms) CG 2010 and CG 2037 All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN. • Additional Insured (Automobile Liability) Submit endorsement provided by carrier for OC SAN approval. • Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval. • Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any 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 PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 9 of 17 J. Primary Insurance The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured The general and automobile liability policies shall contain a “Separation of Insureds” clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs The general and automobile liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 10 of 17 9. SCOPE CHANGES In the event of a change in the Scope of Work or other terms in the Agreement, as requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant. There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 11 of 17 CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT: BARNETT QUALITY CONTROL SERVICES, INC. dba NOVA SERVICES, INC. 16610 Aston Street Irvine, CA 92606 Attention: Holly Wilcox, Project Executive Copy: Paul Kim, Principal Engineer All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT. 15. TERMINATION OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 12 of 17 CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN. 17. COMPLIANCE A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. B. Air Pollution CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations: • Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6 • Truck & Bus Regulation (T&B): 13 CCR 2025 • Clean Truck Check (CTC): 13 CCR 2195-2199.1 • Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2 PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 13 of 17 E. California Voluntary Protection Program Annual Reporting Requirement If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT 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. CONSULTANT 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 CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN. 18. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 14 of 17 liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 15 of 17 expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement. Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance. PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 16 of 17 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PSA2025-003 Revised 073024 NOVA SERVICES, INC. Page 17 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written above. CONSULTANT: BARNETT QUALITY CONTROL SERVICES, INC. dba NOVA SERVICES, INC. By __________________________________________________ Date __________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By __________________________________________________ Ryan P. Gallagher Date Board Chairman By __________________________________________________ Kelly A. Lore Date Clerk of the Board By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs Attachment “L” – Not Attached Attachment “M” – Not Attached DM:tk ATTACHMENT “A” SCOPE OF WORK PSA2025-003 Page 1 of 3 ATTACHMENT “A” SCOPE OF WORK MATERIALS TESTING, INSPECTION, AND OTHER GEOTECHNICAL TESTING SERVICES FOR THE ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS PSA2025-003 I. PURPOSE The selected CONSULTANT shall provide on-call materials testing, inspection and other geotechnical testing services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system) located throughout Orange County and offsite facilities as required for testing and observation. When required, CONSULTANT may travel to fabrication shops outside Orange County. II. TYPICAL TASKS SOILS: Provide lab testing for maximum density, sieve analysis, gradation and soil identification. Field-test compacted soil using nuclear density meter methods. Inspect compaction efforts by contractors to achieve specification-required densities. On a less frequent basis, be prepared to conduct soil sampling to depths as required. CONCRETE/MASONRY: Provide concrete, mortar and grout cylinder compressive testing, masonry prism test, and shear test on brick cores. Pick up test specimen sets from construction sites. Provide concrete and masonry construction inspection as needed. WELDING INSPECTION: Provide certified welding inspection for pipelines, welded connections, or as directed by OC SAN. The inspections shall include non-destructive testing and destructive testing as needed. Some welding inspection may occur outside of California and fees will be negotiated on a case-by-case basis. ASPHALT: Provide field density testing and sample collection and lab testing. Inspect compaction efforts by contractors to achieve specification-required densities. METALS: Provide tensile strength lab testing. Provide field testing for welds and inspect welding operations. As needed, provide materials analysis to determine the type of steel with destructive testing as required. Provide Positive Material Identification utilizing an XRF analyzer, Niton XLT 898 or equal. PSA2025-003 Page 2 of 3 MATERIALS: Provide material testing services for determining the chemical composition of various metals including but not limited to cast iron, cast steel, ductile iron, FRP, stainless steel castings (fittings), stainless steel piping, steel pipe, aluminum, copper alloy or as directed. Service may include destructive and non- destructive testing and opinion as to the grade, type, or ASTM equivalent. III. REQUIREMENTS 1. CONSULTANT shall be available to work the next day if scheduled by the end of the work day. OC SAN expects that the technician will arrive at the site with the correct equipment, calibrated to existing standards with documentation. OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs and equipment shall be included in the total hourly rate for field service fees. 3. All test results shall be clearly summarized in a standardized report format and submitted to OC SAN for review and comment. 4. CONSULTANT shall provide a detailed daily report for each day of field testing and observation with reported hours within 24 hours. The report can be non-carbon or photo copied reproduction. CONSULTANT shall sign in and out daily with the OC SAN representative. 5. CONSULTANT shall be available for night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice. 6. CONSULTANT shall be available to attend a pre-construction meeting and other key meetings as the project progresses. 7. All technicians must be adequately insured for liability and property damage, and a copy of the policy must be forwarded to OC SAN. Vehicles shall bear the CONSULTANT’s name. 8. At least one member in the field shall have a cell phone or other form of communication so as to be in contact with the home office in the event the OC SAN requires immediate communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via cell phone. 9. CONSULTANT must be able to recognize errors or omissions in the contract documents and specifications, and alert OC SAN staff timely in order to mitigate production delays and costs. 10. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards. 11. On occasion, CONSULTANT will be required to enter confined spaces to perform work. Entrants shall be CAL-OSHA confined-space trained and certified. Certifications shall be submitted to OC SAN for review and approval at least 48 PSA2025-003 Page 3 of 3 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit. 12. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel; onsite means OC SAN’s Plant 1, Plant 2, or whenever the situation requires an atmospheric monitor. a. Personnel must be fall-protection trained and provide their own fall-protection PPE, when onsite. 13. OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate. 14. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including: • Task Order Number and Project Number and/or Project Description included on the statement. • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of OC SAN’s Inspector approving the day’s work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment. 15. If any conflict of interest occurs on a project, OC SAN shall be notified without delay of the conflict. OC SAN will evaluate conflict of interest on a case-by-case basis and advise as to whether it may be waived in each case. 16. To accommodate cases where other materials testing services are required, CONSULTANT shall, when requested by OC SAN, locate and subcontact local, qualified inspectors who can satisfy requirements for inspection and/or testing, and shall direct the work of the subcontractor(s). Billing rates for subcontractor(s) shall not exceed submitted rates for this proposal, plus a 15% overhead mark up. PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 1 of 17 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS, (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Materials Testing, Inspection, and Other Geotechnical Testing Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-003; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 2 of 17 incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN. 2. TERM This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years. 3. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs. PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 3 of 17 B. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information. 4. PAYMENT A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement. B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”, and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN. Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis. C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. D. Pursuant to the California False Claims Act (Government Code sections 12650-12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 4 of 17 OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). 7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE A. Ownership of Documents for the professional services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 5 of 17 documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 6 of 17 equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. D. Automobile/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN. PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 7 of 17 F. Workers’ Compensation Insurance The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 8 of 17 endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form • Additional Insured (General Liability) The combination of (ISO Forms) CG 2010 and CG 2037 All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN. • Additional Insured (Automobile Liability) Submit endorsement provided by carrier for OC SAN approval. • Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval. • Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any 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 PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 9 of 17 J. Primary Insurance The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured The general and automobile liability policies shall contain a “Separation of Insureds” clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs The general and automobile liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 10 of 17 9. SCOPE CHANGES In the event of a change in the Scope of Work or other terms in the Agreement, as requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant. There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 11 of 17 CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT: NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS 475 Goddard, Suite 200 Irvine, CA 92618 Attention: Kurt S. Yoshii, Principal in Charge Copy: Garreth M. Saiki, Project Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT. 15. TERMINATION OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 12 of 17 CONSULTANT shall be entitled to compensation for work performed on a prorated basis through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN. 17. COMPLIANCE A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. B. Air Pollution CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations: • Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6 • Truck & Bus Regulation (T&B): 13 CCR 2025 • Clean Truck Check (CTC): 13 CCR 2195-2199.1 • Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2 PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 13 of 17 E. California Voluntary Protection Program Annual Reporting Requirement If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT 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. CONSULTANT 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 CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN. 18. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 14 of 17 liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 15 of 17 expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement. Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance. PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 16 of 17 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PSA2025-003 Revised 073024 NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS Page 17 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written above. CONSULTANT: NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SCIENCES CONSULTANTS By __________________________________________________ Date __________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By __________________________________________________ Ryan P. Gallagher Date Board Chairman By __________________________________________________ Kelly A. Lore Date Clerk of the Board By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs Attachment “L” – Not Attached Attachment “M” – Not Attached DM:tk ATTACHMENT “A” SCOPE OF WORK PSA2025-003 Page 1 of 3 ATTACHMENT “A” SCOPE OF WORK MATERIALS TESTING, INSPECTION, AND OTHER GEOTECHNICAL TESTING SERVICES FOR THE ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS PSA2025-003 I. PURPOSE The selected CONSULTANT shall provide on-call materials testing, inspection and other geotechnical testing services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system) located throughout Orange County and offsite facilities as required for testing and observation. When required, CONSULTANT may travel to fabrication shops outside Orange County. II. TYPICAL TASKS SOILS: Provide lab testing for maximum density, sieve analysis, gradation and soil identification. Field-test compacted soil using nuclear density meter methods. Inspect compaction efforts by contractors to achieve specification-required densities. On a less frequent basis, be prepared to conduct soil sampling to depths as required. CONCRETE/MASONRY: Provide concrete, mortar and grout cylinder compressive testing, masonry prism test, and shear test on brick cores. Pick up test specimen sets from construction sites. Provide concrete and masonry construction inspection as needed. WELDING INSPECTION: Provide certified welding inspection for pipelines, welded connections, or as directed by OC SAN. The inspections shall include non-destructive testing and destructive testing as needed. Some welding inspection may occur outside of California and fees will be negotiated on a case-by-case basis. ASPHALT: Provide field density testing and sample collection and lab testing. Inspect compaction efforts by contractors to achieve specification-required densities. METALS: Provide tensile strength lab testing. Provide field testing for welds and inspect welding operations. As needed, provide materials analysis to determine the type of steel with destructive testing as required. Provide Positive Material Identification utilizing an XRF analyzer, Niton XLT 898 or equal. PSA2025-003 Page 2 of 3 MATERIALS: Provide material testing services for determining the chemical composition of various metals including but not limited to cast iron, cast steel, ductile iron, FRP, stainless steel castings (fittings), stainless steel piping, steel pipe, aluminum, copper alloy or as directed. Service may include destructive and non- destructive testing and opinion as to the grade, type, or ASTM equivalent. III. REQUIREMENTS 1. CONSULTANT shall be available to work the next day if scheduled by the end of the work day. OC SAN expects that the technician will arrive at the site with the correct equipment, calibrated to existing standards with documentation. OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs and equipment shall be included in the total hourly rate for field service fees. 3. All test results shall be clearly summarized in a standardized report format and submitted to OC SAN for review and comment. 4. CONSULTANT shall provide a detailed daily report for each day of field testing and observation with reported hours within 24 hours. The report can be non-carbon or photo copied reproduction. CONSULTANT shall sign in and out daily with the OC SAN representative. 5. CONSULTANT shall be available for night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice. 6. CONSULTANT shall be available to attend a pre-construction meeting and other key meetings as the project progresses. 7. All technicians must be adequately insured for liability and property damage, and a copy of the policy must be forwarded to OC SAN. Vehicles shall bear the CONSULTANT’s name. 8. At least one member in the field shall have a cell phone or other form of communication so as to be in contact with the home office in the event the OC SAN requires immediate communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via cell phone. 9. CONSULTANT must be able to recognize errors or omissions in the contract documents and specifications, and alert OC SAN staff timely in order to mitigate production delays and costs. 10. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards. 11. On occasion, CONSULTANT will be required to enter confined spaces to perform work. Entrants shall be CAL-OSHA confined-space trained and certified. Certifications shall be submitted to OC SAN for review and approval at least 48 PSA2025-003 Page 3 of 3 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit. 12. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel; onsite means OC SAN’s Plant 1, Plant 2, or whenever the situation requires an atmospheric monitor. a. Personnel must be fall-protection trained and provide their own fall-protection PPE, when onsite. 13. OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate. 14. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including: • Task Order Number and Project Number and/or Project Description included on the statement. • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of OC SAN’s Inspector approving the day’s work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment. 15. If any conflict of interest occurs on a project, OC SAN shall be notified without delay of the conflict. OC SAN will evaluate conflict of interest on a case-by-case basis and advise as to whether it may be waived in each case. 16. To accommodate cases where other materials testing services are required, CONSULTANT shall, when requested by OC SAN, locate and subcontact local, qualified inspectors who can satisfy requirements for inspection and/or testing, and shall direct the work of the subcontractor(s). Billing rates for subcontractor(s) shall not exceed submitted rates for this proposal, plus a 15% overhead mark up. PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 1 of 17 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into to be effective the 1st day of May, 2025, by and between the ORANGE COUNTY SANITATION DISTRICT, (hereinafter referred to as "OC SAN"), and ATLAS TECHNICAL CONSULTANTS LLC, (hereinafter referred to as "CONSULTANT"). OC SAN and CONSULTANT are referred to herein collectively as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, OC SAN desires to engage CONSULTANT for Materials Testing, Inspection, and Other Geotechnical Testing Services for OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance Projects, PSA2025-003; and WHEREAS, CONSULTANT is qualified to provide the necessary services in connection with these requirements and has agreed to provide the necessary professional services; and WHEREAS, OC SAN has adopted procedures for the selection of professional services and has proceeded in accordance with said procedures to select CONSULTANT to perform this work; and WHEREAS, at its regular meeting on March 26, 2025, the Board of Directors, by Minute Order, accepted the recommendation of the Operations Committee to approve this Agreement. NOW, THEREFORE, in consideration of the promises and mutual benefits, which will result to the parties in carrying out the terms of this Agreement, it is mutually agreed as follows: 1. SCOPE OF WORK CONSULTANT agrees to furnish necessary professional services to accomplish those project elements outlined in the Scope of Work attached hereto as "Attachment A", and by this reference made a part of this Agreement. A. The CONSULTANT shall be responsible for the professional quality, technical accuracy, and completeness and coordination of the work and services furnished by the CONSULTANT under this Agreement, including the work performed by its subconsultants (Subconsultants). Where approval by OC SAN is indicated, it is understood to be conceptual approval only and does not relieve the CONSULTANT of responsibility for complying with all applicable laws, regulations, codes, industry standards and liability for damages caused by errors, omissions, noncompliance with industry standards, and/or negligence on the part of the CONSULTANT or its Subconsultants. B. CONSULTANT is responsible for the quality of work prepared under this Agreement and shall ensure that all work is performed to the highest industry standards for clarity, uniformity, and completeness. CONSULTANT shall timely respond to all of OC SAN’s questions, comments, suggestions, corrections, and recommendations. All comments from OC SAN, or its agent, shall be PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 2 of 17 incorporated into the work prior to the next review deadline or addressed, in writing, as to why the comment(s) has/have not been incorporated. CONSULTANT shall ensure that each submittal is 100% accurate for the level of work submitted (i.e., correct references, terms, capitalization or equal status, spelling, punctuation, etc.) C. In the event that CONSULTANT's services and/or work product(s) is not to the satisfaction of OC SAN and/or does not conform to the requirements of this Agreement or the applicable industry standards, the CONSULTANT shall, without additional compensation, promptly correct or revise any errors or deficiencies in its work product(s) within the timeframe specified by the Project Manager. OC SAN may charge to CONSULTANT all costs, expenses and damages associated with any such corrections or revisions. D. All professional services performed by the CONSULTANT, including, but not limited to, all drafts, data, correspondence, proposals, and reports compiled or composed by the CONSULTANT, pursuant to this Agreement, are for the sole use of OC SAN, its agents and employees. Neither the documents nor their contents shall be released to any third party without the prior written consent of OC SAN. This provision does not apply to information that (a) was publicly known, or otherwise known to the CONSULTANT, at the time that it was disclosed to the CONSULTANT by OC SAN, or (b) subsequently becomes publicly known to the CONSULTANT other than through disclosure by OC SAN. 2. TERM This Agreement shall commence on the effective date of this Agreement and terminate on April 30, 2028, unless further extended by written agreement signed by the Parties. Any work that is required by a Task Order and is not finished by the date of termination shall be continued and completed by CONSULTANT, and the terms and conditions of this Agreement shall continue in effect for that time. OC SAN may, at its option, renew this Agreement for two (2) additional terms of one (1) year each, for a maximum contract duration of five (5) years. 3. COMPENSATION Total compensation shall be paid to CONSULTANT for the services in accordance with the following provisions: A. Total Compensation Total compensation shall be in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000). OC SAN shall pay to CONSULTANT total hourly rates set forth in Attachment “D” - Fee Proposal. The rates shall include all costs such as, but not necessarily limited to, technician labor, equipment, and overhead rates, report writing, office review and supervision, other miscellaneous charges. Drive time and mileage shall be included in the hourly rates and will not be allowed as additional costs. PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 3 of 17 B. Other Direct Costs Other Direct Costs incurred by CONSULTANT and its Contractor due to modifications to the Scope of Work resulting from field investigations and field work required by the Agreement. These items may include special equipment, test equipment and tooling and other materials and services not previously identified. Refer to Attachment “K” - Allowable Direct Costs for payment information. 4. PAYMENT A. Invoice: CONSULTANT shall email invoices to OC SAN Accounts Payable at APStaff@ocsan.gov. CONSULTANT shall include in its invoice, a detailed breakdown of costs associated with the performance of any corrections or revisions of the work for that invoicing period, in a format acceptable to OC SAN. CONSULTANT shall include copies of the daily notes or tasks including the signature of the OC SAN’s Inspector approving the day’s work for that invoicing period. CONSULTANT shall warrant and certify the accuracy of these costs and provide all support documentation required by OC SAN. CONSULTANT understands that submitted costs are subject to Audit Provisions as stated under this Agreement. B. CONSULTANT will submit statements covering services and/or work performed for payment for those items. The format must include, as a minimum: 1) current billing period invoicing, 2) current billing period “total percent invoiced to date”, and 3) budget status and amount remaining. Such requests shall be accompanied by such supporting data as may be required by OC SAN. Upon approval of such payment request by OC SAN, payment shall be made to CONSULTANT as soon as practicable of one hundred percent (100%) of the invoiced amount on a per task basis. C. Upon satisfactory completion of the work performed hereunder and prior to final payment under this Agreement for such work, or prior settlement upon termination of this Agreement, and as a condition precedent thereto, CONSULTANT shall execute and deliver to OC SAN a release of all claims against OC SAN arising under or by virtue of this Agreement other than such claims, if any, as may be specifically exempted by CONSULTANT from the operation of the release in stated amounts to be set forth therein. D. Pursuant to the California False Claims Act (Government Code sections 12650- 12655), any CONSULTANT that knowingly submits a false claim to OC SAN for compensation under the terms of this Agreement may be held liable for treble damages and up to a $10,000 civil penalty for each false claim submitted. This section shall also be binding on all Subconsultants. A CONSULTANT or Subconsultant shall be deemed to have submitted a false claim when the CONSULTANT or Subconsultant: (a) knowingly presents or causes to be presented to an officer or employee of OC SAN a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 4 of 17 OC SAN; (c) conspires to defraud OC SAN by getting a false claim allowed or paid by OC SAN; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to OC SAN; or (e) is a beneficiary of an inadvertent submission of a false claim to OC SAN, and fails to disclose the false claim to OC SAN within a reasonable time after discovery of the false claim. 5. PREVAILING WAGES A. To the extent CONSULTANT intends to utilize employees who will perform work during the contract, as more specifically defined under Labor Code Section 1720, CONSULTANT shall be subject to prevailing wage requirements with respect to such employees. 6. CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS (DIR) REGISTRATION AND RECORD OF WAGES A. To the extent CONSULTANT’s employees and/or Subconsultants who will perform work during the design and preconstruction phases of a construction contract for which Prevailing Wage Determinations have been issued by the DIR and as more specifically defined under Labor Code Section 1720 et seq, CONSULTANT and Subconsultants shall comply with the registration requirements of Labor Code Section 1725.5. Pursuant to Labor Code Section 1771.4, the work is subject to compliance monitoring and enforcement by the DIR. B. The CONSULTANT and Subconsultants shall maintain accurate payroll records and shall comply with all the provisions of Labor Code Section 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code Section 1771.4(a)(3). Penalties for non-compliance with the requirements of Section 1776 may be deducted from progress payments per Section 1776. C. Pursuant to Labor Code Section 1776, the CONSULTANT and Subconsultants shall furnish a copy of all certified payroll records to OC SAN and/or general public upon request, provided the public request is made through OC SAN, the Division of Apprenticeship Standards or the Division of Labor Enforcement of the Department of Industrial Relations. D. The CONSULTANT and Subconsultants shall comply with the job site notices posting requirements established by the Labor Commissioner per Title 8, California Code of Regulations Section 16461(e). 7. DOCUMENT OWNERSHIP – CONSULTANT PERFORMANCE A. Ownership of Documents for the professional services performed. All documents in all forms (electronic, paper, etc.), including, but not limited to, studies, sketches, drawings, computer printouts, disk files, and electronic copies prepared in connection with or related to the Scope of Work or professional services, shall be the property of OC SAN. OC SAN’s ownership of these PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 5 of 17 documents includes use of, reproduction or reuse of and all incidental rights, whether or not the work for which they were prepared has been performed. OC SAN ownership entitlement arises upon payment or any partial payment for work performed and includes ownership of any and all work product completed prior to that payment. This Section shall apply whether the CONSULTANT’s professional services are terminated: a) by the completion of the Agreement, or b) in accordance with other provisions of this Agreement. Notwithstanding any other provision of this paragraph or Agreement, the CONSULTANT shall have the right to make copies of all such plans, studies, sketches, drawings, computer printouts and disk files, and specifications. B. CONSULTANT shall not be responsible for damage caused by subsequent changes to or uses of the study or deliverable where the subsequent changes or uses are not authorized or approved by CONSULTANT, provided that the service rendered by CONSULTANT was not a proximate cause of the damage. 8. INSURANCE A. General i. Insurance shall be issued and underwritten by insurance companies acceptable to OC SAN. ii. Insurers must have an “A-” Policyholder’s Rating, or better, and Financial Rating of at least Class VIII, or better, in accordance with the most current A.M. Best’s Guide Rating. However, OC SAN will accept State Compensation Insurance Fund, for the required policy of Workers’ Compensation Insurance subject to OC SAN’s option to require a change in insurer in the event the State Fund financial rating is decreased below “B”. Further, OC SAN will require CONSULTANT to substitute any insurer whose rating drops below the levels herein specified. Said substitution shall occur within twenty (20) days of written notice to CONSULTANT, by OC SAN or its agent. iii. Coverage shall be in effect prior to the commencement of any work under this Agreement. B. General Liability The CONSULTANT shall maintain during the life of this Agreement, including the period of warranty, commercial general liability insurance written on an occurrence basis providing the following minimum limits of liability coverage: Two Million Dollars ($2,000,000) per occurrence with Four Million Dollars ($4,000,000) aggregate. If aggregate limits apply separately to this contract (as evidenced by submission of ISO form CG 25 03 or 25 04), then the aggregate limit may be equivalent to the per occurrence limit. Said insurance shall include coverage for the following hazards: premises-operations, blanket contractual liability (for this Agreement), products liability/completed operations (including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 6 of 17 equipment, owners and contractors protective liability, and cross liability and severability of interest clauses. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OC SAN and applicable, XCU coverage (Explosion, Collapse and Underground) and Riggers/On Hook Liability must be included in the general liability policy and coverage must be reflected on the submitted certificate of insurance. Where permitted by law, CONSULTANT hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against OC SAN, its or their officers, agents, or employees, and any other consultant, contractor, or subcontractor performing work or rendering services on behalf of OC SAN in connection with the planning, development, and construction of the project. In all its insurance coverages related to the work, CONSULTANT shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against OC SAN, its or their officers, agents, or employees, or any other consultant, contractor, or subcontractor performing work or rendering services at the project. Where permitted by law, CONSULTANT shall require similar written express waivers and insurance clauses from each of its Subconsultants of every tier. A waiver of subrogation shall be effective as to any individual or entity, even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium, directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. C. Umbrella Excess Liability The minimum limits of general liability and automotive liability insurance required, as set forth herein, shall be provided for through either a single policy of primary insurance or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which, when combined with the primary insurance, will equal the minimum limits for general liability and automobile liability. D. Automobile/Vehicle Liability Insurance The CONSULTANT shall maintain a policy of automobile liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles, trucks, and other vehicles providing the following minimum limit of liability coverage: combined single limit of One Million Dollars ($1,000,000). A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. E. Drone Liability Insurance If a drone will be used, drone liability insurance must be maintained by CONSULTANT in the amount of One Million Dollars ($1,000,000) in a form acceptable by OC SAN. PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 7 of 17 F. Workers’ Compensation Insurance The CONSULTANT shall provide such workers’ compensation insurance as required by the Labor Code of the State of California in the amount of the statutory limit, including employer’s liability insurance with a minimum limit of One Million Dollars ($1,000,000) per occurrence. Such workers’ compensation insurance shall be endorsed to provide for a waiver of subrogation in favor of OC SAN. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless the insurance carrier is State of California Insurance Fund and the identifier “SCIF” and endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. If an exposure to Jones Act liability may exist, the insurance required herein shall include coverage for Jones Act claims. G. Errors and Omissions/Professional Liability CONSULTANT shall maintain in full force and effect, throughout the term of this Agreement, standard industry form professional negligence errors and omissions insurance coverage in an amount of not less than One Million Dollars ($1,000,000) with limits in accordance with the provisions of this paragraph. If the policy of insurance is written on a “claims made” basis, said policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of five (5) years from the date of the completion of the services hereunder. In the event of termination of said policy during this period, CONSULTANT shall obtain continuing insurance coverage for the prior acts or omissions of CONSULTANT during the course of performing services under the term of this Agreement. Said coverage shall be evidenced by either a new policy evidencing no gap in coverage or by separate extended “tail” coverage with the present or new carrier. In the event the present policy of insurance is written on an “occurrence” basis, said policy shall be continued in full force and effect during the term of this Agreement or until completion of the services provided for in this Agreement, whichever is later. In the event of termination of said policy during this period, new coverage shall be obtained for the required period to insure for the prior acts of CONSULTANT during the course of performing services under the term of this Agreement. CONSULTANT shall provide to OC SAN a certificate of insurance in a form acceptable to OC SAN indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates not less than ten (10) days prior to the expiration of each policy term. H. Proof of Coverage The CONSULTANT shall furnish OC SAN with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 8 of 17 endorsements are to be received and approved by OC SAN before work commences. OC SAN reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements, effecting the coverage required. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 or other equivalent certificate of insurance form • Additional Insured (General Liability) The combination of (ISO Forms) CG 2010 and CG 2037 All other additional insured endorsements must be submitted for approval by OC SAN, and OC SAN may reject alternatives that provide different or less coverage to OC SAN. • Additional Insured (Automobile Liability) Submit endorsement provided by carrier for OC SAN approval. • Waiver of Subrogation Submit workers’ compensation waiver of subrogation endorsement provided by carrier for OC SAN approval. • Cancellation Notice No endorsement is required. However, CONSULTANT is responsible for notifying OC SAN of any pending or actual insurance policy cancellation, as described in Article I. Cancellation and Policy Change Notice, below. I. Cancellation and Policy Change Notice The CONSULTANT is required to notify OC SAN in writing of any insurance cancellation notice it receives or other knowledge of pending or actual insurance policy cancellation within two (2) working days of receipt of such notice or acquisition of such knowledge. Additionally, the CONSULTANT is required to notify OC SAN in writing of any 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 PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 9 of 17 J. Primary Insurance The general and automobile liability policies shall contain a “Primary and Non Contributory” clause. Any other insurance maintained by OC SAN shall be excess and not contributing with the insurance provided by CONSULTANT. K. Separation of Insured The general and automobile liability policies shall contain a “Separation of Insureds” clause. L. Non-Limiting (if applicable) Nothing in this document shall be construed as limiting in any way, nor shall it limit the indemnification provision contained in this Agreement, or the extent to which CONSULTANT may be held responsible for payment of damages to persons or property. M. Deductibles and Self-Insured Retentions Any deductible and/or self-insured retention must be declared to OC SAN on the certificate of insurance. All deductibles and/or self-insured retentions require approval by OC SAN. At the option of OC SAN, either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OC SAN; or the CONSULTANT shall provide a financial guarantee satisfactory to OC SAN guaranteeing payment of losses and related investigations, claim administration and defense expenses. N. Defense Costs The general and automobile liability policies shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. O. Subconsultants The CONSULTANT shall be responsible to establish insurance requirements for any Subconsultant hired by the CONSULTANT. The insurance shall be in amounts and types reasonably sufficient to deal with the risk of loss involving the Subconsultant’s operations and work. P. Limits Are Minimums If the CONSULTANT maintains higher limits than any minimums shown above, then OC SAN requires and shall be entitled to coverage for the higher limits maintained by CONSULTANT. PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 10 of 17 9. SCOPE CHANGES In the event of a change in the Scope of Work or other terms in the Agreement, as requested by OC SAN, the Parties hereto shall execute an amendment to this Agreement setting forth with particularity all terms of the new Agreement, including, but not limited to any additional CONSULTANT's fees. CONSULTANT hereby agrees to use any and all procedures, programs, and systems required by OC SAN to process and execute such Amendment(s), including, but not limited to, computer programs and systems. 10. PROJECT TEAM AND SUBCONSULTANTS CONSULTANT shall provide to OC SAN, prior to execution of this Agreement, the names and full description of all Subconsultants and CONSULTANT’s project team members anticipated to be used on this Project under this Agreement by CONSULTANT. CONSULTANT shall include a description of the work and services to be done by each Subconsultant and each of CONSULTANT’s Project team member. CONSULTANT shall include the respective compensation amounts for CONSULTANT and each Subconsultant. There shall be no substitution of the listed Subconsultants and CONSULTANT’s project team members without prior written approval by OC SAN. 11. ENGINEERING REGISTRATION The CONSULTANT's personnel and Subconsultants are comprised ofa staff of specialists in each department. The firm itself is not a registered engineer but represents and agrees that wherever, in the performance of this Agreement, the services of a registered engineer is required, such services hereunder will be performed under the direct supervision of registered engineers who are registered in California. 12. AUDIT PROVISIONS. A. OC SAN retains the reasonable right to access, review, examine, and audit, any and all books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify that the CONSULTANT is in compliance with all requirements under this Agreement. The CONSULTANT shall include OC SAN’s right as described above, in any and all of their subcontracts, and shall ensure that these rights are binding upon all Subconsultants. B. OC SAN retains the right to examine CONSULTANT’s books, records, documents and any other evidence of procedures and practices that OC SAN determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred or to ensure CONSULTANT’s compliance with all requirements under this Agreement during the term of this Agreement and for a period of three (3) years after its termination. C. CONSULTANT shall maintain complete and accurate records in accordance with generally accepted industry standard practices and OC SAN’s policy. The PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 11 of 17 CONSULTANT shall make available to OC SAN for review and audit, all project related accounting records and documents, and any other financial data within 15 days after receipt of notice from OC SAN. Upon OC SAN’s request, the CONSULTANT shall submit exact duplicates of originals of all requested records to OC SAN. If an audit is performed, CONSULTANT shall ensure that a qualified employee of the CONSULTANT will be available to assist OC SAN’s auditor in obtaining all Project related accounting records and documents, and any other financial data. 13. LEGAL RELATIONSHIP BETWEEN PARTIES The legal relationship between the parties hereto is that of an independent contractor and nothing herein shall be deemed to transform CONSULTANT, its staff, independent contractors, or Subconsultants into employees of OC SAN. CONSULTANT’S staff performing services under the Agreement shall at all times be employees and/or independent contractors of CONSULTANT. CONSULTANT shall monitor and control its staff and pay wages, salaries, and other amounts due directly to its staff in connection with the Agreement. CONSULTANT shall be responsible for hiring, review, and termination of its staff and shall be accountable for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers’ compensation and similar matters. 14. NOTICES All notices hereunder and communications regarding the interpretation of the terms of this Agreement, or changes thereto, shall be effected by delivery of said notices in person or by depositing said notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: ORANGE COUNTY SANITATION DISTRICT 18480 Bandilier Circle Fountain Valley, CA 92708 Attention: Diane Marzano, Senior Contracts Administrator Copy: William Gilbert and Rick Kwiecien, Project Managers CONSULTANT: ATLAS TECHNICAL CONSULTANTS LLC 9085 Aero Drive, Suite B San Diego, CA 92123 Attention: Daniel Ferguson, Geotechnical Field Service Manager All communication regarding the Scope of Work, will be addressed to the Project Manager. Direction from other OC SAN staff must be approved in writing by OC SAN’s Project Manager prior to action from the CONSULTANT. 15. TERMINATION OC SAN may terminate this Agreement at any time, without cause, upon giving thirty (30) days written notice to CONSULTANT. In the event of such termination, CONSULTANT shall be entitled to compensation for work performed on a prorated basis PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 12 of 17 through and including the effective date of termination. CONSULTANT shall be permitted to terminate this Agreement upon thirty (30) days written notice only if CONSULTANT is not compensated for billed amounts in accordance with the provisions of this Agreement, when the same are due. Notice of termination shall be mailed to OC SAN at the address listed in Section 14 - NOTICES. 16. DOCUMENTS AND STUDY MATERIALS The documents and study materials for this Project shall become the property of OC SAN upon the termination or completion of the work. CONSULTANT agrees to furnish to OC SAN copies of all memoranda, correspondence, electronic materials, computation and study materials in its files pertaining to the work described in this Agreement, which is requested in writing by OC SAN. 17. COMPLIANCE A. Labor CONSULTANT certifies by the execution of this Agreement that it pays employees not less than the minimum wage as defined by law, and that it does not discriminate in its employment with regard to race, color, religion, sex or national origin; that it is in compliance with all federal, state and local directives and executive orders regarding non-discrimination in employment; and that it agrees to demonstrate positively and aggressively the principle of equal opportunity in employment. B. Air Pollution CONSULTANT and its Subconsultants and subcontractors shall comply with all applicable federal, state and local air pollution control laws and regulations. C. Iran Contracting Act CONSULTANT and its subconsultants and subcontractors shall comply with the Iran Contracting Act of 2010 (Public Contract Code sections 2200-2208). D. California Air Resources Board Mobile Source Regulations CONSULTANT and its subconsultants and subcontractors shall comply with the following California Air Resources Board Mobile Source Regulations: • Advanced Clean Fleet (ACF): 13 CCR 2013-2013.4; 13 CCR 2015-2015.6 • Truck & Bus Regulation (T&B): 13 CCR 2025 • Clean Truck Check (CTC): 13 CCR 2195-2199.1 • Off-Road Diesel Amendments (ORD): 13 CCR 2449-2449.2 PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 13 of 17 E. California Voluntary Protection Program Annual Reporting Requirement If CONSULTANT will potentially work 1,000 combined hours in a quarter, for the term of the Agreement, CONSULTANT 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. CONSULTANT 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 CONSULTANT’s services with OC SAN. Any delay arising out of or resulting from such suspension shall be CONSULTANT’s sole responsibility and considered CONSULTANT caused delay, which shall not be compensable by OC SAN. 18. AGREEMENT EXECUTION AUTHORIZATION Both OC SAN and CONSULTANT do covenant that each individual executing this document by and on behalf of each Party is a person duly authorized to execute this Agreement for that Party. 19. DISPUTE RESOLUTION In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (“JAMS”), or similar organization or entity conducting alternate dispute resolution services. 20. ATTORNEY'S FEES, COSTS AND NECESSARY DISBURSEMENTS If any action at law or in equity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 21. WARRANTY CONSULTANT shall perform its services in accordance with generally accepted industry and professional standards. If, within the 12-month period following completion of its services, OC SAN informs CONSULTANT that any part of the services fails to meet those standards, CONSULTANT shall, within the time prescribed by OC SAN, take all such actions as are necessary to correct or complete the noted deficiency(ies). 22. INDEMNIFICATION To the fullest extent permitted by law, CONSULTANT shall indemnify, defend (at CONSULTANT’s sole cost and expense and with legal counsel approved by OC SAN, which approval shall not be unreasonably withheld), protect and hold harmless OC SAN and all of OC SAN’s officers, directors, employees, CONSULTANT’s, and agents (collectively the “Indemnified Parties”), from and against any and all claims, damages, PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 14 of 17 liabilities, causes of action, suits, arbitration awards, losses, judgments, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees, disbursements and court costs, and all other professional, expert or CONSULTANT’s fees and costs and OC SAN’s general and administrative expenses; individually, a “Claim”; collectively, “Claims”) which may arise from or are in any manner related, directly or indirectly, to any work performed, or any operations, activities, or services provided by CONSULTANT in carrying out its obligations under this Agreement to the extent of the negligent, recklessness and/or willful misconduct of CONSULTANT, its principals, officers, agents, employees, CONSULTANT’s suppliers, CONSULTANT, Subconsultants, subcontractors, and/or anyone employed directly or indirectly by any of them, regardless of any contributing negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require CONSULTANT to indemnify the Indemnified Parties from any Claim arising solely from: (A) the active negligence or willful misconduct of the Indemnified Parties; or (B) a natural disaster or other act of God, such as an earthquake; or (C) the independent action of a third party who is neither one of the Indemnified Parties nor the CONSULTANT, nor its principal, officer, agent, employee, nor CONSULTANT’s supplier, CONSULTANT, Subconsultant, subcontractor, nor anyone employed directly or indirectly by any of them. Exceptions (A) through (B) above shall not apply, and CONSULTANT shall, to the fullest extent permitted by law, indemnify the Indemnified Parties, from Claims arising from more than one cause if any such cause taken alone would otherwise result in the obligation to indemnify hereunder. CONSULTANT’s liability for indemnification hereunder is in addition to any liability CONSULTANT may have to OC SAN for a breach by CONSULTANT of any of the provisions of this Agreement. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit CONSULTANT’s indemnification obligation or other liability hereunder. The terms of this Agreement are contractual and the result of negotiation between the parties hereto. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. 23. DUTY TO DEFEND The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend shall exist regardless of any ultimate liability of CONSULTANT and shall be consistent with Civil Code section 2782.8. Such defense obligation shall arise immediately upon presentation of a Claim by any person if, without regard to the merit of the Claim, such Claim could potentially result in an obligation to indemnify one or more Indemnified Parties, and upon written notice of such Claim being provided to CONSULTANT. Payment to CONSULTANT by any Indemnified Party or the payment or advance of defense costs by any Indemnified Party shall not be a condition precedent to enforcing such Indemnified Party’s rights to indemnification hereunder. In the event a final judgment, arbitration, award, order, settlement, or other final resolution PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 15 of 17 expressly determines that the claim did not arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, to any extent, then OC SAN will reimburse CONSULTANT for the reasonable costs of defending the Indemnified Parties against such claims. CONSULTANT’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 24. COMPLIANCE WITH OC SAN POLICIES AND PROCEDURES CONSULTANT shall comply with all OC SAN policies and procedures including the Contractor Safety Standards, as applicable, all of which may be amended from time to time. 25. CLOSEOUT When OC SAN determines that all work authorized under the Agreement is fully complete and that OC SAN requires no further work from CONSULTANT, or the Agreement is otherwise terminated or expires in accordance with the terms of the Agreement, OC SAN shall give the CONSULTANT written notice that the Agreement will be closed out. CONSULTANT shall submit all outstanding billings, work submittals, deliverables, reports or similarly related documents as required under the Agreement within thirty (30) days of receipt of notice of Agreement closeout. Upon receipt of CONSULTANT’s submittals, OC SAN shall commence a closeout audit of the Agreement and will either: i. Give the CONSULTANT a final Agreement Acceptance: or ii. Advise the CONSULTANT in writing of any outstanding item or items which must be furnished, completed, or corrected at the CONSULTANT’s cost. CONSULTANT shall be required to provide adequate resources to fully support any administrative closeout efforts identified in the Agreement. Such support must be provided within the timeframe requested by OC SAN. Notwithstanding the final Agreement acceptance, the CONSULTANT will not be relieved of its obligations hereunder, nor will the CONSULTANT be relieved of its obligations to complete any portions of the work, the non-completion of which were not disclosed to OC SAN (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise), and the CONSULTANT shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive final Agreement Acceptance. Any failure by OC SAN to reject the work or to reject the CONSULTANT’s request for final Agreement Acceptance as set forth above shall not be deemed to be acceptance of the work by OC SAN for any purpose nor imply acceptance of, or Agreement with, the CONSULTANT’s request for final Agreement Acceptance. PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 16 of 17 26. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PSA PSA2025-003 Revised 073024 ATLAS TECHNICAL CONSULTANTS LLC Page 17 of 17 IN WITNESS WHEREOF, this Agreement has been executed in the name of OC SAN and CONSULTANT by their respective duly authorized officers as of the day and year first written above. CONSULTANT: ATLAS TECHNICAL CONSULTANTS LLC By __________________________________________________ Date __________________________________________________ Printed Name & Title ORANGE COUNTY SANITATION DISTRICT By __________________________________________________ Ryan P. Gallagher Date Board Chairman By __________________________________________________ Kelly A. Lore Date Clerk of the Board By __________________________________________________ Kevin Work Date Purchasing & Contracts Manager Attachments: Attachment “A” – Scope of Work Attachment “B” – Not Attached Attachment “C” – Not Attached Attachment “D” – Fee Proposal Attachment “E” – Not Used Attachment “F” – Not Attached Attachment “G” – Not Attached Attachment “H” – Not Used Attachment “I” – Safety Declaration Attachment “J” – Contractor Safety Standards Attachment “K” – Allowable Direct Costs Attachment “L” – Not Attached Attachment “M” – Not Attached DM:tk ATTACHMENT “A” SCOPE OF WORK PSA2025-003 Page 1 of 3 ATTACHMENT “A” SCOPE OF WORK MATERIALS TESTING, INSPECTION, AND OTHER GEOTECHNICAL TESTING SERVICES FOR THE ORANGE COUNTY SANITATION DISTRICT’S CAPITAL IMPROVEMENT PROGRAM, FACILITIES ENGINEERING, OPERATIONS, AND MAINTENANCE PROJECTS PSA2025-003 I. PURPOSE The selected CONSULTANT shall provide on-call materials testing, inspection and other geotechnical testing services as required in support of OC SAN’s Capital Improvement Program, Facilities Engineering, Operations, and Maintenance projects. The locations for this work include the two treatment plants and other facilities (pump stations and collections system) located throughout Orange County and offsite facilities as required for testing and observation. When required, CONSULTANT may travel to fabrication shops outside Orange County. II. TYPICAL TASKS SOILS: Provide lab testing for maximum density, sieve analysis, gradation and soil identification. Field-test compacted soil using nuclear density meter methods. Inspect compaction efforts by contractors to achieve specification-required densities. On a less frequent basis, be prepared to conduct soil sampling to depths as required. CONCRETE/MASONRY: Provide concrete, mortar and grout cylinder compressive testing, masonry prism test, and shear test on brick cores. Pick up test specimen sets from construction sites. Provide concrete and masonry construction inspection as needed. WELDING INSPECTION: Provide certified welding inspection for pipelines, welded connections, or as directed by OC SAN. The inspections shall include non-destructive testing and destructive testing as needed. Some welding inspection may occur outside of California and fees will be negotiated on a case-by-case basis. ASPHALT: Provide field density testing and sample collection and lab testing. Inspect compaction efforts by contractors to achieve specification-required densities. METALS: Provide tensile strength lab testing. Provide field testing for welds and inspect welding operations. As needed, provide materials analysis to determine the type of steel with destructive testing as required. Provide Positive Material Identification utilizing an XRF analyzer, Niton XLT 898 or equal. PSA2025-003 Page 2 of 3 MATERIALS: Provide material testing services for determining the chemical composition of various metals including but not limited to cast iron, cast steel, ductile iron, FRP, stainless steel castings (fittings), stainless steel piping, steel pipe, aluminum, copper alloy or as directed. Service may include destructive and non- destructive testing and opinion as to the grade, type, or ASTM equivalent. III. REQUIREMENTS 1. CONSULTANT shall be available to work the next day if scheduled by the end of the work day. OC SAN expects that the technician will arrive at the site with the correct equipment, calibrated to existing standards with documentation. OC SAN will not reimburse the CONSULTANT for the time required to obtain the correct equipment. 2. Equipment that requires calibration shall be calibrated prior to the work. Calibration costs and equipment shall be included in the total hourly rate for field service fees. 3. All test results shall be clearly summarized in a standardized report format and submitted to OC SAN for review and comment. 4. CONSULTANT shall provide a detailed daily report for each day of field testing and observation with reported hours within 24 hours. The report can be non-carbon or photo copied reproduction. CONSULTANT shall sign in and out daily with the OC SAN representative. 5. CONSULTANT shall be available for night work (4:30 p.m. to 7:00 a.m.) upon 24-hour advance notice. 6. CONSULTANT shall be available to attend a pre-construction meeting and other key meetings as the project progresses. 7. All technicians must be adequately insured for liability and property damage, and a copy of the policy must be forwarded to OC SAN. Vehicles shall bear the CONSULTANT’s name. 8. At least one member in the field shall have a cell phone or other form of communication so as to be in contact with the home office in the event the OC SAN requires immediate communication during normal working hours, and shall have means to be directly contacted in the field by OC SAN personnel via cell phone. 9. CONSULTANT must be able to recognize errors or omissions in the contract documents and specifications, and alert OC SAN staff timely in order to mitigate production delays and costs. 10. CONSULTANT shall comply with OSHA requirements and OC SAN Safety Standards. 11. On occasion, CONSULTANT will be required to enter confined spaces to perform work. Entrants shall be CAL-OSHA confined-space trained and certified. Certifications shall be submitted to OC SAN for review and approval at least 48 PSA2025-003 Page 3 of 3 hours prior to commencement of work. Personnel will be entering under Contractor’s confined-space entry permit. 12. Personal protective equipment (PPE), including lower explosive limit (LEL) personal monitors is required onsite for all personnel; onsite means OC SAN’s Plant 1, Plant 2, or whenever the situation requires an atmospheric monitor. a. Personnel must be fall-protection trained and provide their own fall-protection PPE, when onsite. 13. OC SAN shall provide to the CONSULTANT a Task Order Number that will be used to track the work. The CONSULTANT will not begin any work without the Task Order Number. If the CONSULTANT receives direction from OC SAN to perform some type of work without a Task Order Number, the CONSULTANT shall contact the Inspection Supervisor to determine if the work is authorized and receive a Task Order Number if appropriate. 14. CONSULTANT will submit monthly statements, separately for each project or Task, covering services and/or work performed no later than the second Wednesday of the following month and in the format required by OC SAN, to request payment. Such requests shall be based upon the amount and value of the work and services performed by CONSULTANT under this Agreement and shall be prepared by CONSULTANT and accompanied by such supporting data (including sign in/out sheets signed by CONSULTANT and OC SAN representative), including: • Task Order Number and Project Number and/or Project Description included on the statement. • Tasks completed, identified by the Task number assigned to each Task. • Detailed breakdown of all costs incurred per task performed, and all back-up documentation for each Task. • Copy of the daily notes or tasks including the signature of OC SAN’s Inspector approving the day’s work. • Running total of services billed, services paid, services billed but not paid, and the amount of the contract remaining. OC SAN will not approve any task performed without the appropriate back-up documentation and may result in delayed or partial payment. Failure to submit monthly statements no later than the second Wednesday of the following month may result in delayed payment. 15. If any conflict of interest occurs on a project, OC SAN shall be notified without delay of the conflict. OC SAN will evaluate conflict of interest on a case-by-case basis and advise as to whether it may be waived in each case. 16. To accommodate cases where other materials testing services are required, CONSULTANT shall, when requested by OC SAN, locate and subcontact local, qualified inspectors who can satisfy requirements for inspection and/or testing, and shall direct the work of the subcontractor(s). Billing rates for subcontractor(s) shall not exceed submitted rates for this proposal, plus a 15% overhead mark up. OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4159 Agenda Date:3/26/2025 Agenda Item No:10. FROM:Robert Thompson, General Manager Originator: Mike Dorman, Director of Engineering SUBJECT: REDHILL RELIEF SEWER RELOCATION AT STATE ROUTE 55, PROJECT NO. FE18-13 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Approve a construction contingency increase of $531,120 (24%)to the existing Construction Contract with SRK Engineering,Inc.for Redhill Relief Sewer Relocation at State Route 55,Project No.FE18- 13,for a total contract amount not to exceed $2,213,000 and a new total construction contingency of $1,327,800 (60%), with all costs to be reimbursed by the Orange County Transportation Authority. BACKGROUND The Orange County Transportation Authority (OCTA)is implementing the State Route 55 (SR-55) Improvement Project to widen SR-55 between Interstate 5 and Interstate 405.The Orange County Sanitation District (OC San)owns a sewer running under SR-55 immediately south of Warner Avenue in the City of Santa Ana that is affected by this widening project.To protect the sewer,OC San must encase the sewer in the newly widened right-of-way and move an interfering manhole outside the freeway limits. RELEVANT STANDARDS ·Maintain collaborative and cooperative relationships with regulators,stakeholders,and neighboring communities ·Protect OC San assets PROBLEM OC San’s contractor,SRK Engineering,Inc.(SRK),was originally scheduled to mobilize in November 2022 but was subsequently directed by OCTA to pause mobilization due to Southern California Edison’s design and construction procurement delays.Southern California Edison completed their construction of the interfering utilities and OCTA cleared SRK to mobilize after July 2024 while agreeing to reimburse OC San for associated delay costs. A few days after mobilizing in October 2024,SRK discovered two utilities that were in direct conflict with the new sewer alignment.One was a Caltrans electrical line that was relocated quickly upon discovery and the second consisted of a Verizon fiber communication cable that has recently been Orange County Sanitation District Printed on 3/18/2025Page 1 of 3 powered by Legistar™ File #:2025-4159 Agenda Date:3/26/2025 Agenda Item No:10. discovery and the second consisted of a Verizon fiber communication cable that has recently been relocated. Both were not anticipated to be in conflict. The 20-month initial delay costs used $444,670 (56%)of the contingency.The second five-month delay will need additional contingency.The initial project contingency at the time of contract award was 15%;and a contingency increase of 21%was approved in July of 2024 for a total contingency of 36%.Changes to date total $655,588 (82%)of the contingency.All work is anticipated to be completed in approximately three months,so staff is requesting an additional 24%contingency for anticipated remobilization/delay costs and unanticipated changes to provide sufficient funds and prevent further delay. PROPOSED SOLUTION Approve a contingency increase to the construction contract to cover the delay costs and use the remaining contingency for contract work. TIMING CONCERNS Additional construction delays would further increase construction costs due to escalation and would delay OCTA’s freeway widening schedule inflicting delay charges against OCTA and Caltrans. RAMIFICATIONS OF NOT TAKING ACTION Not increasing the construction contingency will prevent OC San from authorizing SRK to execute additional unforeseen work to complete the sewer relocation. In addition,OCTA is in the process of extending an existing temporary construction easement,which expires at the end of March 2025,for OC San’s relocation.Failing to complete the sewer relocation will obligate OCTA and Caltrans to pay additional charges to a private property owner until OC San’s site restoration is complete. PRIOR COMMITTEE/BOARD ACTIONS July 2024 -Approved a construction contingency increase of $464,730 (21%)to the existing construction contract with SRK Engineering,Inc.for Redhill Relief Sewer Relocation at State Route 55,Project FE18-13,for a total contract amount not to exceed $2,213,000 and a total construction contingency of $796,680 (36%),with all costs to be reimbursed by the Orange County Transportation Authority. June 2022 -Received and filed Bid Tabulation and Recommendation for Redhill Relief Sewer Relocation at State Route 55,Project No.FE18-13;awarded a Construction Contract to SRK Engineering,Inc.for Redhill Relief Sewer Relocation at State Route 55,Project No.FE18-13 for an amount not to exceed $2,213,000; and approved a contingency of $331,950 (15%). September 2021 -Approved the First Amendment to Utility Agreement No.OCSD-1005,between the Orange County Sanitation District and the Orange County Transportation Authority agreeing to a funding increase for the relocation and protection of the Redhill Relief Sewer at State Route 55 in the City of Santa Ana. Orange County Sanitation District Printed on 3/18/2025Page 2 of 3 powered by Legistar™ File #:2025-4159 Agenda Date:3/26/2025 Agenda Item No:10. March 2020 -Approved Utility Agreement No.OCSD-1005 between the Orange County Sanitation District and the Orange County Transportation Authority agreeing to specific terms,conditions,and funding obligations regarding the relocation and protection of the Redhill Relief Sewer at State Route 55 in the City of Santa Ana. ADDITIONAL INFORMATION Both utilities in conflict were not anticipated since the utility owners did not identify their locations in the field following OC San requests during the utility research (design phase),and again at SRK’s construction mobilization back in November 2022. Utility Agreement No.OCSD-1005 cites Section 703 of the Streets and Highways Code declaring OC San’s Redhill Relief Sewer relocation qualifies for full reimbursement at OCTA’s expense.The agreement obligates OC San to submit a final bill to OCTA within 360 days of the completion of the relocation for the remaining balance of OC San’s relocation costs.The final bill amount will remain unrealized until completion of the relocation.A final bill exceeding 125%of the agreement amount will require an amendment which is to be presented to OC San’s Board at a future Board meeting. CEQA The Caltrans/OCTA SR-55 Improvement Project includes the relocation and protection of the Redhill Relief Sewer in their Initial Study/Mitigated Negative Declaration/Environmental Assessment. Unrelated to the Caltrans/OCTA Improvement Project is an OC San repair project,which is exempt from CEQA under the Class 1 categorical exemptions set forth in California Code of Regulations section 15301.A Notice of Exemption was filed in June 2022 with the OC Clerk-Recorder after the OC San's Board of Directors approval of the Construction 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 49,Small Construction Projects Program, Project No. M-FE) 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 RD:lb Orange County Sanitation District Printed on 3/18/2025Page 3 of 3 powered by Legistar™ OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4160 Agenda Date:3/26/2025 Agenda Item No:11. FROM:Robert Thompson, General Manager Originator: Riaz Moinuddin, Director of Operations & Maintenance SUBJECT: HAZARDOUS WASTE DISPOSAL SERVICES, SPECIFICATION NO. S-2022-1304BD GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: A. Approve a contingency increase of $220,905 (64%), to the existing General Services Contract with Clean Harbors Environmental Services, Inc., for Hazardous Waste Disposal Services, Specification No. S-2022-1304BD, for a total contract amount not to exceed $345,165 and a new total contingency amount of $255,421 (74%); and B. Approve an increase of $250,000 per year for a new contract total amount not to exceed $595,165 per year for the remaining two (2) one-year contract renewals options; and maintain the approved annual contingency of $34,516. BACKGROUND In July 2022 the Board of Directors approved a General Services Contract with Clean Harbors Environmental Services,Inc.(Clean Harbors)to provide Hazardous Waste Disposal Services, Specification No.S-2022-1304BD,for a total annual amount not to exceed $345,165 for the period beginning July 1, 2022, and a contingency amount of $34,516 (10%). OC San requires the services from a California registered,EPA permitted,hazardous waste disposal service provider to perform routine collection,on-site management,manifesting,off-site transportation,inspections,recordkeeping,and disposal of hazardous waste,select non-hazardous waste, used oil, and electric waste at Plant Nos. 1 and 2. While the original contract scope was intended for waste generated at reclamation plants,recent maintenance activities in the Collection System have uncovered unanticipated hazardous waste in sewer manholes.These materials require immediate collection and proper disposal,necessitating additional funding. To address these unexpected costs,an increase in contract funds is requested to cover the removal and disposal of newly discovered hazardous waste within the Collection System. Orange County Sanitation District Printed on 3/18/2025Page 1 of 3 powered by Legistar™ File #:2025-4160 Agenda Date:3/26/2025 Agenda Item No:11. RELEVANT STANDARDS ·Comply with California Code of Regulations, Title 22, Division 4.5 Environmental Health Standards for Management of Hazardous Waste ·Comply with OC San Policy, Hazardous Waste and Material Program SOP-614 ·Protect OC San assets PROBLEM Collection Personnel discovered a need to call in a hazardous waste disposal service out in the field upon routine preventive maintenance cleaning.The nature of the work for this incident was similar to the scope of work already existing in the Hazardous Waste Disposal contract (Specification No.S- 2022-1304BD).However,there are limited funds available for contract usage outside the pre-existing identified work. PROPOSED SOLUTION Increase the contingency to the remainder of this contract term to address urgent hazardous waste disposal services on an as-needed basis in the Collection System on routine cleanings.Additionally, approve an increase to the total contract amount for the remaining two (2)one-year contract renewal options. TIMING CONCERNS The current contract term expires on July 31,2025.Timely approval of the contract increase will enable staff to stay on track and respond to hazardous waste disposal issues within the collections system. RAMIFICATIONS OF NOT TAKING ACTION Possible safety and process issues to the collection system and plant treatment process if hazardous material is left in the system. PRIOR COMMITTEE/BOARD ACTIONS July 2022 -Approved a General Services Contract with Clean Harbors Environmental Services,Inc. (Clean Harbors)to provide Hazardous Waste Disposal Services,Specification No.S-2022-1304BD, for a total annual amount not to exceed $345,165 for the period beginning July 1,2022,through June 30, 2023, with 4 one-year renewal options; and approved an annual contingency of $34,516 (10%). ADDITIONAL INFORMATION N/A CEQA N/A Orange County Sanitation District Printed on 3/18/2025Page 2 of 3 powered by Legistar™ File #:2025-4160 Agenda Date:3/26/2025 Agenda Item No:11. FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 6,Page 20,Operational Expense or Capital Projects,depending on the work being performed)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 Orange County Sanitation District Printed on 3/18/2025Page 3 of 3 powered by Legistar™ OPERATIONS COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4161 Agenda Date:3/26/2025 Agenda Item No:12. FROM:Robert Thompson, General Manager Originator: Lan C. Wiborg, Director of Environmental Services SUBJECT: SOLID WASTE HAULING SERVICES, SPECIFICATION NO. S-2024-647BD GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: A.Approve General Services Contracts to two contractors: Roll Off Solutions, Inc. and Synagro- West, LLC to collect and haul Orange County Sanitation District’s solid waste from Reclamation Plants Nos. 1 and 2 to the various disposal facilities, Specification No. S-2024- 647BD, each for a three (3) year period, effective July 1, 2025 through June 30, 2028, for a total amount not to exceed $2,130,000 per contract that includes the unit prices per ton for solid waste hauling and annual CPI (consumer price index) adjustment; B. Approve two (2) optional one-year renewals for $710,000 per year per contract; and C. Approve a 10% contingency per contract on an annual basis. BACKGROUND The Orange County Sanitation District (OC San)continues to actively pursue hauling options for grit, screenings,and drying bed material (solid waste)to maintain a long-term,sustainable disposal program. Grit,consisting of sand,silt,and other detritus,is separated after screening in an aerated chamber. Screenings are coarse solids,such as paper,fecal matter,cloth,wood,plastics,and debris,removed by bar screens during the wastewater treatment process.Both grit and screenings are transported via conveyors to hoppers,then deposited into bins or trailers for disposal.Drying bed material,which may include grit,screenings,debris,grease,sawdust,sludge,biosolids,polymer,and other substances,are mixed with sawdust to absorb moisture.This disposal method is also provided as a free service to OC San’s member agencies and cities,allowing outside solid waste collected through the sewer cleaning process to be transported to a designated landfill by OC San’s contractor(s). OC San produces between 4 to 50 tons per day (tpd)of solid waste.Currently,OC San relies on a single direct hauling contractor for its solid waste disposal.To enhance resiliency during emergencies and potential fluctuations,OC San is looking to expand and replace the current contract that is set to expire on June 30, 2025. Orange County Sanitation District Printed on 3/18/2025Page 1 of 3 powered by Legistar™ File #:2025-4161 Agenda Date:3/26/2025 Agenda Item No:12. RELEVANT STANDARDS ·Maintain and adhere to appropriate internal planning documents (Solid Waste Contractor Requirements, 2023 Strategic Plan, etc.) ·Sustain 1, 5, 20-year planning horizons ·Comply with environmental permit requirements ·Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities PROBLEM OC San’s current solid waste hauling services contract is expiring on June 30,2025,and replacement contracts are needed to routinely haul up to 50 tpd of solid waste to various disposal facilities. PROPOSED SOLUTION Approve a primary contract to Roll Off Solutions,Inc.and a secondary contract to Synagro-West, LLC to ensure diversity of transportation alternatives to the various solid waste disposal facilities and maintain a fail-safe capacity that can transport up to 100% of OC San’s solid waste. TIMING CONCERNS OC San will need the contracts approved,signed,and insurance processed before the June 30, 2025,expiration date to ensure there is no lapse between contracts and allow the new service provider sufficient time to transition into the role effectively. RAMIFICATIONS OF NOT TAKING ACTION If the contracts are not approved,OC San would not be able to deliver the solid waste produced to the disposal facilities.In the event that the routine or emergency hauling services are not available, then this would cause OC San’s treatment systems to back up and/or foul since there is little to no additional space to store solid waste onsite.This would negatively impact the wellbeing of OC San employees, contractors, and nearby communities. PRIOR COMMITTEE/BOARD ACTIONS May 2020 -Approved a Service Contract to Denali Water Solutions for Grit and Screenings Removal, Specification No.S-2020-1121BD,for a total amount not to exceed $551,482 for the period July 1, 2020,through June 30,2021,with four one-year renewal options;and approved a contingency of $55,148 (10%). ADDITIONAL INFORMATION A Notice Inviting Bids (NIB)was issued on October 23,2024.108 Vendors were notified.OC San received three bids in total,two of which met the minimum requirements,while one was deemed non- responsive due to failing to meet the minimum safety requirements outlined in the NIB.There were Orange County Sanitation District Printed on 3/18/2025Page 2 of 3 powered by Legistar™ File #:2025-4161 Agenda Date:3/26/2025 Agenda Item No:12. responsive due to failing to meet the minimum safety requirements outlined in the NIB.There were no disputes during the protest period.Therefore,the two responsive bids were evaluated and individually scored based on the cost per ton proposed to the Bowerman Landfill: Transportation Services Roll Off Synagro Unit Price Unit Price Plant No. 1 Grit and Screenings (2 bins/transport)$860 $881.71 Plant No. 1 Sunday Relocation Service $400 $534.37 Top-off with Plant No. 1 Drying Bed Material (1 bin/transport)$150 $173.65 Plant No. 1 Drying Bed (1 bin/transport)$775 $645.47 Plant No. 2 Grit (1 bin/transport)$775 $795.39 Plant No. 2 Screenings (1 bin/transport)$775 $795.39 Plant No. 1 supercritical water oxidation (SCWO) Screening Bin $500 $881.71 Based on the above costs,staff recommends approving the primary contract to Roll Off Solutions, Inc.to handle 100%of OC San’s solid waste at both Plant Nos.1 and 2.In addition,staff recommends approving a secondary contract to Synagro-West,LLC to provide services in case the primary Contractor is unable to pick up the required load(s),address emergency situations,and/or experience performance issues.Staff will manage each of these contracts in the most cost-effective manner possible,but final allocations will also be based on OC San’s needs and requirements as well as the performance of each contractor. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 5,Page 6,Operations 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: ·General Services Contract - Roll Off Solutions, Inc. ·General Services Contract - Synagro-West, LLC Orange County Sanitation District Printed on 3/18/2025Page 3 of 3 powered by Legistar™ General Services Contract 1 of 11 Specification No. S-2024-647BD Revision 073024 GENERAL SERVICES CONTRACT SOLID WASTE HAULING SERVICES SPECIFICATION NO. S-2024-647BD 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 Roll Off Solutions, Inc. (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for hauling of wastewater treatment solid waste (“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 March 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: Shall be as specified in Exhibit “A.” General Services Contract 2 of 11 Specification No. S-2024-647BD 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 term of this Contract shall be for three (3) years commencing on July 1, 2025 and continuing through June 30, 2028. 3.2 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods. This Contract may be renewed by an OC San Purchase Order. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to renew it. 3.3 Extensions. The term of this Contract may be extended only by an amendment signed by both Parties. 4. Compensation. 4.1 As compensation for the Services provided under this Contract, OC San shall pay Contractor a total amount not to exceed Two Million One Hundred Thirty Thousand Dollars ($2,130,000.00). 4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the amount specified above. General Services Contract 3 of 11 Specification No. S-2024-647BD 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 11 Specification No. S-2024-647BD 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 11 Specification No. S-2024-647BD 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. 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 General Services Contract 6 of 11 Specification No. S-2024-647BD Revision 073024 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. 13. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees. 14. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OC San. Any such attempted delegation or assignment shall be void. 15. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract without the prior written consent from OC San. 16. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract. 17. Third-Party Rights. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 18. Applicable Laws and Regulations. Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold OC San harmless from any and all damages and liabilities assessed against OC San as a result of Contractor’s noncompliance therewith. Any provision required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically included or referenced. 19. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. Any and all fees required by Federal, State, County, City, and/or municipal laws, codes, and/or tariffs that pertain to the work performed under this Contract will be paid by Contractor. 20. Regulatory Requirements. Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and Water Codes Division 2. 21. Environmental Compliance. Contractor shall, at its own cost and expense, comply with all Federal, State, and local environmental laws, regulations, and policies which apply to the Contractor, its subcontractors, and the Services, including, but not limited to, all applicable Federal, State, and local air pollution control laws and regulations. General Services Contract 7 of 11 Specification No. S-2024-647BD Revision 073024 22. South Coast Air Quality Management District’s Requirements. It is Contractor’s responsibility to ensure that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 23. California Voluntary Protection Program (Cal/VPP) Annual Reporting Requirement. For the duration of the contract term, 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 the 20th day of January each calendar year. Failure to provide this data by the required due date may result in suspension of your 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. 24. Warranties. Contractor’s Warranty (Guarantee): If within a one (1) year period of completion of all work specified in Exhibit “A,” OC San informs Contractor that any portion of the Services provided fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OC San and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Contractor's sole expense. 25. Dispute Resolution. 25.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County (“JAMS”), or any similar organization or entity conducting an alternate dispute resolution process. 25.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to Code of Civil Procedure, Part 3, Title 9, sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two (2) arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to Code of Civil Procedure section 1283.05. The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator’s decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 26. 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 General Services Contract 8 of 11 Specification No. S-2024-647BD Revision 073024 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. 27. 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. 28. Termination. 28.1 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. 28.2 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. 28.3 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. 28.4 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. 29. 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. 30. 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. General Services Contract 9 of 11 Specification No. S-2024-647BD Revision 073024 31. 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. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Notices. 34.1 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: Juan Velazquez Owner/Chief Executive Officer Roll Off Solutions, Inc. 3130 S. Griset Place Santa Ana, CA 92705 juanv@rostrucks.com 34.2 Each party shall provide the other party written notice of any change in address as soon as practicable. 35. Read and Understood. By signing this Contract, Contractor represents that it has read and understood the terms and conditions of the Contract. 36. Authority to Execute. The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. General Services Contract 10 of 11 Specification No. S-2024-647BD Revision 073024 37. 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 11 of 11 Specification No. S-2024-647BD 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 ROLL OFF SOLUTIONS, INC. Dated: _________________ By: Print Name and Title of Officer IG EXHIBIT A Page 1 of 21 Specification No. S-2024-647BD EXHIBIT A SCOPE OF WORK SOLID WASTE HAULING SERVICES SPECIFICATION NO. S-2024-647BD EXECUTIVE SUMMARY/OVERVIEW The Orange County Sanitation District (OC San) operates one (1) of the largest wastewater agencies west of the Mississippi River. Since 1954, OC San safely collects, treats, and disposes of and/or reclaims the wastewater generated by 2.6 million people living and working in central and northwestern Orange County, California. Each day OC San treats more than 190 million gallons of wastewater, enough volume to fill Angel Stadium in Anaheim (California) over two and a quarter times. About 80 percent of the wastewater comes from homes – sinks, toilets, showers, laundry, and dishwashers. The remaining come from businesses – retail stores, restaurants, manufacturers, hotels, offices, and other industries. A professional staff of more than 650 employees manage the day-to-day activities of OC San. Our service area includes more than 380 miles of sewer pipes, located throughout the county, and two (2) reclamation plants – one (1) in Fountain Valley, CA and the other in Huntington Beach, CA – where wastewater is treated in accordance with strict state and federal standards. OC San’s employees are dedicated to protecting public health and the environment by ensuring the sewer system efficiently operates 24 hours a day, 7 days a week, and 365 days a year. OC San is known for its industry-leading achievements and dedication to customer service. 1. Purpose The purpose of this Scope of Work (SOW) is to secure professional services for one (1) primary and one (1) secondary qualified Contractor that meet the minimum qualification requirements referenced in Appendix B to manage OC San’s non-recyclable solid waste hauling. This contract requires a Contractor to shall haul between 4 to 50 tons per day (tpd) with one (1) to four (4) loads per day, with an average of approximately 12 tpd with two (2) loads per day, of wastewater treatment solid waste split between two (2) plants according to the schedule in Appendix A. Under normal operating conditions, the Contractor shall maintain, deliver, replace, and transport bins/trailers from OC San’s Reclamation Plant No. 1 located at 10844 Ellis Avenue, Fountain Valley, CA (Plant 1) and Reclamation Plant No. 2 located at 22212 Brookhurst Street, Huntington Beach, CA (Plant 2) to the Frank R. Bowerman Landfill (Bowerman) and the alternative management locations listed in the Bid Price Form (Exhibit B). The Contractor shall take the necessary steps to provide this hauling service, including, but not limited to, compliance with all applicable federal, state, and local regulations, recordkeeping, reporting, and conformance with OC San’s Solid Waste Contractor Requirements (SWCR) (see Appendix B). 2. Description OC San is committed to protect both public health and the environment by operating the reclamation plants in accordance with federal, state, and local laws and regulations, and requirements as established by the Environmental Protection Agency (EPA), State Water Resources Control Board (SWRCB), Santa Ana Regional Water Quality Control Board EXHIBIT A Page 2 of 21 Specification No. S-2024-647BD (SARWQCB), South Coast Air Quality Management District (SCAQMD), California Air Resources Board (CARB), California's Department of Resources Recycling and Recovery (CalRecycle), Orange County Waste and Recycling (OCWR), and Orange County Health Care Agency (OCHCA). Screenings and grit are two (2) types of solid waste from the wastewater treatment process. Screenings are the coarse solids removed by the mechanically cleaned bar screens at the beginning of the wastewater treatment process as part of preliminary treatment. These coarse solids can be paper, fecal matter, cloth, wood, and other materials including plastics and miscellaneous debris. Grit consists of sand and silt or other detritus that is separated from the raw wastewater in an aerated chamber following the screening step. Grit and screenings removed from the incoming wastewater at each plant are moved via conveyors to hoppers. Grit and screenings collected in the hoppers are deposited in portable bins or trailers which are used for transporting the material to a disposal site. Drying bed material originates from the collection system, treatment plant activities, or another source, but must meet the grit and screenings profile for the landfill or a new profile will be required. The material in the drying beds may contain grit, screenings, sewer debris, grease, sawdust, wood chips, sludge, biosolids, polymer, and/or other material. The solid waste is decanted in the drying beds, mixed with sawdust to absorb moisture, and loaded into the Contractor’s trailer using OC San’s loader by OC San staff and transported by the Contractor to the designated landfill. In 2013, OC San and OCWR entered into a Waste Disposal Agreement (WDA) for the disposal of solids waste at the Bowerman Landfill located at 11002 Bee Canyon Access Rd, Irvine, CA, 92602. Although this is currently considered the primary disposal facility, the solid waste is also capable of being sent to the following OCWR landfills (and/or other open OCWR landfills), including those facilities listed in Exhibit B as alternative locations in case it is not able to be sent to Bowerman: • Prima Deshecha Landfill – 32250 Avenida La Pata, San Juan Capistrano, CA 92675 • Olinda Alpha Landfill – 1942 Valencia Ave, Brea, CA 92823 2.1. Definitions • Contractor – Shall mean the party awarded the Contract for services under this Contract. • Drying Bed Material - Drying bed material originates from the collection system, treatment plant activities, or another source and consists of grit, screenings, sewer debris, grease, sawdust, wood chips, sludge, biosolids, polymer, and/or other material. • Fail-safe Back-up Management Options – OC San will have fail-safe back-up and/or alternative landfills, at the ready in the case that OC San has a process disruption or otherwise requires use of an alternative to the usual landfill sites. • Fail-safe Hauling Capacity – Contractor shall have a plan and be prepared to provide hauling for up to 100% of OC San’s maximum grit and screenings and drying bed residuals daily production (50 tpd per facility). See Bid Price Form, Exhibit B • Grit – Consists of sand and silt or other detritus that is separated from the raw wastewater in an aerated chamber or tank following the screening step. • Maintenance Shutdown – A shutdown restricting the processing of solid waste and/or limiting or restricting the throughput of solid waste. EXHIBIT A Page 3 of 21 Specification No. S-2024-647BD • Jake-braking – “Jake brakes” or “Jacob” brakes are colloquial names for a compression release brake. When a diesel engine slows down using its jake brakes, it opens the exhaust valves on top of the compression stroke and the truck makes a noise that is described as a mile-long rumble strip, but deeper and more impressive • OC San – Shall mean the Orange County Sanitation District. • OC San Project Manager – Shall mean the OC San employee who is the main point of contact for all issues related to this Contract. • Ownership of Solid Waste – Shall mean once solid waste is loaded into the Contractor’s truck/bins, the responsibility and ownership of the solid waste is deemed to have transferred from OC San to the Contractor. However, OC San maintains strict oversight of the solid waste throughout the final use process including, but not limited to, coordination on compliance reporting, reporting incidents during transportation, and final waste disposal. • Primary Contractor – A Primary Contractor will be awarded the Contract to handle 100% of OC San’s grit and screenings and drying bed material at both Plant 1 and Plant 2. However, a secondary Contractor will be selected to provide services in case the primary Contractor is unable to pick up the required load(s). • Secondary Contractor – A Primary Contractor will be selected along with a secondary Contractor in the event that the primary Contractor is not available. • Screenings - Coarse solids removed by the mechanically cleaned bar screens at the beginning of the wastewater treatment process as part of preliminary treatment, typically consisting of paper, fecal matter, cloth, wood, and other materials including plastics and miscellaneous debris. • Solid Waste – A combination of either grit and screenings and/or drying bed material generated from wastewater treatment, collection system, treatment plant activities, or another source. • Solid Waste Contractor Requirements (SWCR) – A periodically-updated document that explains OC San requirements as well as other resources for Contractors. Contractor shall conform to the latest published version of SWCR (Appendix B), as specified in Section 7. • Subcontractor – shall mean the party designated by the Contractor and approved by OC San for part of thisSOW. See Section 3.7 for requirements. • Top-off – Service to top-off with Plant 1 drying bed material after Plant 2 trailer pick- up. • TPD (tpd) – shall mean wet tons per day where a ton is a measurement by weight of 2,000 pounds of solids. 3. Project/Work Elements 3.1. General The Contractor shall provide bins and trailers to accept delivery, transport, and disposal of the grit, screenings, and drying bed material from OC San’s Plant 1 and Plant 2 at the following permitted and approved OCWR sites (and other facilities listed in Exhibit B) in quantities determined and directed by OC San (up to approximately 50 tpd): • Frank K. Bowerman Landfill – 11002 Bee Canyon Access Rd, Irvine, CA, 92602 • Prima Deshecha Landfill – 32250 Avenida La Pata, San Juan Capistrano, CA 92675 • Olinda Alpha Landfill – 1942 Valencia Ave, Brea, CA 92823 EXHIBIT A Page 4 of 21 Specification No. S-2024-647BD 3.2. Facility Description There is one (1) primary hauling destination, Bowerman Landfill, which has the following description: • Bowerman Landfill is owned and operated by OC Waste and Recycling. • OC San and OC Waste and Recycling have an agreement for Bowerman to accept and landfill OC San’s solid waste at their facility. • The Bowerman Landfill receives and processes up to 11,500 tons daily. • The facility hours of operation of unloading are from 7:00AM to 4:00PM, Monday through Saturday. No waste will be accepted outside the solids hauling schedule, unless approved by Bowerman. OC San is seeking to maximize the hauling diversity and capacity for its grit and screening program by awarding contracts for up to two (2) qualified hauling Contractors (one (1) primary Contractor and one (1) secondary Contractor). In doing so, it is OC San’s responsibility to provide solid waste to the qualified Contractor(s) that meet the specifications described in the following sections. The Contractor is responsible for taking all required steps to provide this service, which may include, but is not limited to, permitting and hauling, while also meeting compliance with federal, state, and local regulations, including recordkeeping, reporting, and conforming to OC San’s SWCR (Appendix B). OC San shall pay for the tipping fee separately to OCWR (and/or those facilities listed in Exhibit B) for the disposal of OC San’s residuals by the Contractor at OCWR’s designated landfills in accordance with the OC San-OCWR Waste Disposal Agreement. In the event that the OCWR is not able to accept OC San’s residuals at the landfill due to any reason not limited to the quality of residuals, weather conditions, construction, and/or emergency events, the Contractor shall use one of the other potential locations listed in Exhibit B. All of OC San’s recommended fail-safe delivery sites will be within three hundred (300) miles of OC San’s Plant 1 in Fountain Valley. These other facility delivery hours typically range between 6:15AM to 4:00PM, Monday through Saturday. However, some of these facilities operate 24 hours a day, seven (7) days a week. Hours and dates may change at the sole discretion of these facilities. However, the Contractor may recommend and/or use an alternative landfill site that has been approved by OC San and for which OC San’s material has been properly profiled, approved, and authorized prior to disposal. The Contractor shall not store any vehicles, trailers, or equipment onsite. 3.3. Regulatory Requirements The Contractor shall perform all work under this contract in strict compliance with applicable federal, state, and local regulatory requirements including, but not limited to 40 CFR 122, 123, 124, 257, 258, 260, and 261, and California’s Code of Regulations (CCR) Titles 13, 22, 23, and 27, and the California Water Code. 3.4. Service Schedule and Material Quantities The Contractor shall be available to handle, store, move, and dispose of the solid waste on a 24 hour per day, seven (7) day per week schedule, including holidays. Service on EXHIBIT A Page 5 of 21 Specification No. S-2024-647BD holidays, weekends, or after hours is included in the contract price. When OC San requires additional bins or trailers due to additional grit and screenings or drying bed material volumes, OC San shall not be subject to the following: • Overtime • Additional or premium charges • Waiting charges (for less than 1 hour) • Cancellation charges (if OC San provides notice at least 12 hours in advance) • Extra fees OC San will strive to schedule loads at least 24 hours in advance; however, OC San reserves the right to expedite the schedule for service within an eight (8)-hour period from notification at no additional cost to OC San. 3.5. Grit and Screenings and Drying Bed Material Quantities Grit and screenings and drying bed material quantities in the table below are based on the typical schedule over the last fiscal year (2023-2024). The actual amounts of grit and screenings and drying bed material may vary and are not guaranteed minimum quantities. OC San reserves the right to change the weekly schedule and the estimated number of truck loads based on volume of material available at no additional cost to OC San. OC San will strive to provide a two (2)-week notice of any potential schedule changes. 3.6. Service Schedule The hauling schedule for grit and screenings and drying bed material, estimated truckloads, and estimated tonnage per year is shown in the table below: SERVICE SCHEDULE NUMBER OF BINS/TRAILERS EST. TRUCKLOADS PER YEAR EST. TONNAGE PER YEAR Plant 1 Grit and Screenings Sunday - Saturday 2 bins (1 truck/day) switched daily; Bins staged on Sunday and staged bins delivered to landfill on Monday. 365 2,500 Plant 1 bin relocation Sunday Switching onsite bins only (No disposal or transport; stage only) 52 N/A Plant 1 Drying Bed Top-off Typically weekly – usually Thursday morning - and as needed 1 trailer/week – the same truck/trailer as for Plant 2 Grit or Screenings. 80 700 Plant 1 Drying Bed Trailer As Needed 1 trailer, as needed 6 60 EXHIBIT A Page 6 of 21 Specification No. S-2024-647BD Currently, between 275 to 500 wet tons of grit and screenings (including drying bed material) per month are being collected from both plants. Drying bed loads are not continuous and may require a minimum of four (4) to 12 loads in one (1) month. The drying beds are currently only located at Plant 1. Bin Relocation Service: The Contractor shall provide a qualified driver to provide the bin relocation services every Sunday between 6:00AM to 9:00AM. The driver shall exchange both loaded bins from the Plant 1 grit and screening building with the delivered empty bins and transfer the loaded bins to the drying bed area or back to the Contractor’s yard for transportation to the selected disposal facility on Monday. Deployment area is subject to change. Bin Top-Off Service: Service to top-off with Plant 1 drying bed material after Plant 2 trailer pick-up: OC San is required to move solid waste offsite to a landfill within 7-days of receiving the material in the drying bed. Many times, the accumulated volume is small and does not warrant a large trailer. Upon request, after picking up the Plant 2 grit or screening trailer, the Contractor shall stop at Plant 1 to pick-up the Plant 1 drying bed material. Typically, this “top- off” request will coincide with the P2 grit or screening trailer pick-up on Thursday or Friday. The trailer will need to be weighed at Plant 2 for screenings, then weighed again at Plant 1 after the drying bed material is added. Alternatively, if a small load is needed to be picked up from the drying beds on a day other than Thursday or Friday when the normal Plant 2 top-off occurs, then the Contractor shall use the bin that is picked up on a daily basis from grit and screenings at Plant 1 to top-off the load from the drying beds. 3.7. Grit and Screening and Drying Bed Material Solids Quality OC San will pay the landfill tipping fee directly to OCWR, and manage the profile, perform the required sampling, and analyses to ensure continued conformance with landfill standards. Other potential fail-safe options that can be used for disposal of the solid waste are provided in Exhibit B. OC San will provide mulch/sawdust to the Contractor to increase the solids content if required by the landfill. 3.8. Portable Grit & Screenings Storage Bins and Trailers and Drying Bed Hauling Bins and trailers shall be designed so that liquid or solid materials do not leak or spill from the bins or trailers during loading and transport. The bins and trailers shall be designed to be safely accessible and moveable by OC San staff. These units shall also conform to all applicable regulatory requirements including, but not limited to those of the Occupational Safety and Health Act (OSHA), United States Department of Transportation (USDOT), and OC San’s safe driving practices and speed limits. The bins and trailers shall be stenciled Plant 2 Grit Trailer Thursday 1 trailer/week 52 350 Plant 2 Screening Trailer Monday, Wednesday, Friday 3 trailers/week 156 725 Plant 1 SCWO Screening Bin Typically Weekly 1 trailer/week 52 200 EXHIBIT A Page 7 of 21 Specification No. S-2024-647BD with a unique number for identification. The bins and trailers shall be designed with at least four (4) drainage holes to drain excess liquid while bins or trailers are stationed in the loading facility. The drainage holes shall be located at each corner or sides of the bin and trailer. The drainage holes shall be a minimum of two (2)-inches in diameter and equipped with a full port plug valve. The plug valve must be accessible when the bin or trailer is in place to clean any debris that may plug the opening. The plug valve or other device must seal the drain tightly during loading and transport so that no liquid or solid material can leak or spill. The bin or trailers must be equipped with a solid cover to prevent the contents from escaping the bin or trailer during transport. • End Dumps must have either one (1) to two (2) on each side or a total of four (4) turnbuckles as listed in a) thru d): a) Two (2) turnbuckles on bottom; or b) Two (2) turnbuckles on top; or c) One (1) turnbuckle on each side; or d) any combination of c) with either a) or b) • Tarp must completely cover and seal the truck with no major holes or rips (over six (6) inches). • Trailers/bins must be water-tight. No holes or tears on body of trailer or seals through which light can be seen through or where there are signs of leakage. Bins and trailers shall be maintained by the Contractor and remain in good working condition throughout the entire term of the contract. Maintenance shall include, but not limited to, fixing bent and warped doors, replacing seals and gaskets, repainting chipped and peeling paint, correcting door and cover alignment problems, replacing broken latches and valves, fixing or replacing bent cross members, and maintaining bins and trailers so they do not leak. Bins and trailers must be maintained in a condition so that they remain safely accessible, in good working order, and moveable by OC San’s staff. Prior to delivery to OC San’s facilities, all bins, trucks, and/or trailers shall be properly inspected to ensure that: • All locking mechanisms are in place. • Trailers/bins are water-tight. • Tarp/cover are free of any major holes, rips, cracks, etc. that might compromise its integrity. • Splashguards are welded or bolted and sealed and must be 18 to 24 inches on front. o Back splashguards are required only if tarp does not have a tarp extension that ensures seal in the back. • Truck and trailers must not exceed 12 feet to load at Plant 1 or 13.5 feet to load at Plant 2. • No solid waste is present/visible on the outside of the truck, trailer, and/or bins. • Odor is mitigated before loading with tarp/cover on. • Trucks have safety equipment, including broom, bucket, triangles, fire extinguisher, gloves, protective eyewear, etc. • Any changes to trucking schedule need to be called into Duty Supervisors (Plant 1: 714-593-7025 or Plant 2: 714-593-7625). • All trucks are required to carry a Citizens Band communicator/radio (CB radio). Any bins, trucks, and/or trailers that are in poor condition and/or deemed to be unsafe by OC San staff or pose a safety concern shall be repaired or replaced at no cost to OC San prior to using the bins or trailers again at OC San’s facilities. Bins or trailers that are leaking shall EXHIBIT A Page 8 of 21 Specification No. S-2024-647BD be repaired or the contents moved to a properly working bin or trailer by the Contractor prior to leaving OC San facilities at no cost to OC San. Notification by OC San to the Contractor for the bins or trailers that require repair will be made in writing (via email) by OC San Operations staff. Due to odor compliance, the Contractor shall make all necessary repairs and have the full bins or trailers removed from OC San within two (2) business days. Prior to transportation, the Contractor shall ensure that the outside of the bin or trailer is kept clean from debris. Plant 1 has two (2) identical grit and screening loading bays located in the Bin Loading Building. Plant 2 has one (1) screening loading bay and one (1) grit loading bay. The screening bay is located inside the Screenings Building and the grit loading bay is located inside the Grit Building. Both the grit and screenings will require one (1) trailer at each location at a time. The approximate dimensions of the loading bays are listed in the following table: Location Clearance from Bottom of Hopper to Bay Floor Width of Bay Length of Bay Plant 1 (2 identical) 10 ft. 8 ft. 6 in. 25 ft. Plant 2 Screenings Bay (inside) 11 ft. 10in. 12 ft. 54 ft. Plant 2 Grit Bay (inside) 14 ft. 3 in. 12 ft. 54 ft. Photo of Plant No. 1 Grit and Screening Area Photo of Plant No. 1 Grit and Screening Area EXHIBIT A Page 9 of 21 Specification No. S-2024-647BD 3.9. Hauling, Scheduling, Storage, and Contingencies The Contractor shall be responsible for ensuring drivers and hauling companies comply, as required, with all State of California, State of Arizona, and federal standards and requirements for Motor Carriers, including the California Vehicle Code and the Department of Transportation (DOT) Federal Motor Carrier Safety Administration standards and requirements. State of California and DOT requirements may include, but are not limited to, the following: • California Vehicle Code §658.17 Weight limits • DOT §393.95 Emergency equipment on all power units • DOT §395.3 Maximum driving time for property-carrying vehicles • CARB Truck & Bus Regulation 13 CCR 2025 • CARB Heavy-Duty Vehicle Inspection and Maintenance Program Regulation 13 CCR 2195 – 2199.1 Photo of Plant No. 1 Drying Bed Area Photo of Plant No. 2 Grit Area Photo of Plant No. 2 Screening Area Photo of Plant No. 1 Drying Beds Area EXHIBIT A Page 10 of 21 Specification No. S-2024-647BD • CARB Advanced Clean Fleets Regulation 13 CCR 2013 – 2013.4 and 13 CCR 2015 – 2015.6 o Any federal, state, or local fees related to hauling, such as road use fees, toll fees, and any fines incurred by hauling operations as well as costs associated with releases shall be the responsibility of the Contractor. o In addition to the summary of key requirements contained in this section, the Contractor shall comply with all requirements contained in Appendix B, including the submittal of the Training Checklist that ensures the Contractor’s dispatcher has trained staff on OC San requirements (see Section 7 Deliverables). The Contractor shall periodically (or upon request by OC San) review, update, and re-submit the plans, with any changes, to OC San. o Contractor shall haul solid waste from either of OC San’s two (2) plants to approved sites as directed by OC San’s weekly schedule. Contractor shall conform to this schedule. o Contractor shall bill OC San based on OC San’s scale-based weight tickets (not weight at destination facility). Contractor shall maintain and record truckload weight tickets. o Current loading windows are generally limited to Monday through Saturday but are subject to change based on operational needs and solids residual availability (see Appendix B). o OC San will consider Contractor’s needs in setting loading times and schedules; however, operational logistics and plants’ considerations determine the final schedule. Wait times at the plants prior to loading average about 15-30 minutes, but at peak times it can be as much as one (1) hour. Loading times also vary, averaging about 15-30 minutes. o Once the solid waste is loaded into the Contractor’s bins/trailers, responsibility, and ownership of the solids are deemed to have transferred from OC San to the Contractor. However, OC San maintains strict oversight of these solids throughout the final use process including coordination of reporting incidents during transportation and final product distribution. o OC San has limited storage capacity. Contractor shall provide facilities, hauling, equipment, and any other means necessary to ensure its ability to manage and store solids produced by OC San during inclement weather. o Haulers transporting solid waste off-site for disposal shall take all necessary measures to keep the solids contained. Haulers shall adhere to OC San’s spill clean-up plan. OC San is required to report any spills to USEPA and State agency in which the spill occurred. 3.10. OC San Scale and DataBridge Systems The Contractor is required to weigh at OC San’s truck loading facilities prior to leaving with loaded bins. The Contractor shall provide OC San with standardized tare weights that will be used to issue the full-bin scale tickets. The Contractor shall include copies of the landfill’s weight tickets (separate ticket for each bin) for grit and screenings and drying bed solid waste at Plant 1 and Plant 2. The weight tickets shall be provided to OC San with the monthly invoice or upon OC San’s request. 3.10.1. New Driver and New Trailer Approval forms are required for each driver and trailer in order to register them in OC San’s scale software prior to arrival at OC San. Hauling dispatchers are required to email the form at least two (2) business days before the drivers’ or trailers’ initial visit to OC San. EXHIBIT A Page 11 of 21 Specification No. S-2024-647BD Dispatchers and drivers are certifying that they understand and conform with requirements contained in the Pre-Loading Trailer Inspection Guidelines, and Safety Equipment Inspection Guidelines. 3.10.2. OC San’s DataBridge System is a software application that is used for tracking OC San’s Biosolids loads to ensure accurate compliance reporting (see Appendix B). 3.10.3. OC San staff will review and reconcile tickets in DataBridge, using field tickets and logs. Invoicing shall reflect data in DataBridge. Any incorrect or missing tickets will be identified during the ticket approval process. The Contractor shall communicate any ticket discrepancies as soon as possible to OC San. These requirements transfer to any new or equivalent systems or processes implemented in the future. 3.11. Transportability The Contractor shall submit the following with the submittal: • Plan and profile views of the disposal bin. • Plan and profile views of the transfer unit. • Plan and profile for Plant 1 bin drainage system. • Provide other documentation, if available, to support claims of disposal bin compatibility with applicable Federal, State, and Local regulatory requirements, including, but not limited to OSHA, USDOT, the Code of Federal Regulations (CFR) certification, California Code of Regulations (CCR) validation. Documentation may include video or photos of system as proposed being on-loaded and off-loaded to/from the OC San’s facilities. • Provide drawing and describe the process of on-load and off-load of the system to/from the OC San’s facilities. • Provide a list of items that must be added, disassembled or removed from the bin and/or the transporter for hauling, and • Provide description of design features and other measures taken to prevent liquid leakage and spillage during loading and transport • The Contractor shall provide a list of contacts and their duties for OC San staff including emergency contact information. The Contractor shall provide their spill response plan to OC San. • The Contractor shall be prepared to provide the specified bins and trailers and begin hauling grit and screenings and drying bed material on the first day of the Contract period (July 1, 2025). • The final week of the agreement shall be used as a transition period. The Contractor shall work with the next Contractor to facilitate the transition of hauling duties. The Contractor shall describe the environmental evaluation or site assessment process undertaken in the permitting of each of the disposal sites to be used. Supply information to verify compliance with the requirements of the California Department of Health Services (DHS), SWRCB, the Integrated Waste Management Board, and CARB. EXHIBIT A Page 12 of 21 Specification No. S-2024-647BD 3.12. Driver Wait Time OC San will reimburse the Contractor for driver wait time that is a result of OC San-caused delays greater than one (1) hour. The Contractor must notify the OC San project manager or designee at the time of delay so that the request can be documented and approved by OC San. 3.13. Driver Response Time Although a routine schedule will be established with the contractor(s), there may be unusual circumstances and/or special projects that require additional loads to be removed from the facility. In these cases, the contract rates per load from each subject area shall apply and the Contractor(s) should be able to respond within 24 hours, if/when such events occur. 3.14. Hauler Documentation Please see Appendix B for OC San’s spill response standard operating procedures and other requirements that will be required for the Contractor to have present in each truck at all times and train their drivers on. 3.15. Hauling Capacity 3.15.1. Contractor shall maintain and demonstrate the ability to provide OC San the minimum capacity as indicated in Section 3.6 (and Exhibit B) plus at least two (2) additional trucks per week of hauling capacity. Although OC San prefers to keep to a steady weekly schedule, there can be week-to-week variations. Thus, OC San requires flexible and reliable solids hauling capacity from its Contractors to adapt to these fluctuations. 3.15.2. Failure of the Contractor to maintain and demonstrate the ability to provide OC San the minimum capacity as indicated in Section 3.6 (and Exhibit B) plus at least (2) two additional trucks per week of hauling capacity shall constitute a performance issue (see Contractor Performance in Section 3.19). 3.16. Subcontractor(s) 3.16.1. Contractor may subcontract portions of the Contract. Subcontractors are subject to all the requirements of the Contract. Contractor is responsible for ensuring that the Subcontractor(s) comply with all Contract requirements. 3.16.2. Contractor shall provide a written request to OC San for approval in order to add a Subcontractor to the approved list of substitutes. 3.16.3. Contractor shall obtain written approval from OC San at least 30 days prior to the substitution of an approved Subcontractor. 3.16.4. Contractor’s Subcontractor shall meet all of OC San’s requirements, responsibility, and accountability measures contained herein. 3.16.5. Contractor is accountable and responsible to ensure that its Subcontractor(s) meet applicable OC San and management facility requirements including, but not limited to, providing suitable staff, training, equipment, resources to perform the SOW, required insurance, and conformance with OC San’s SWCR (see Appendix B). 3.16.6. The cost for Subcontractor(s) shall be included in Contractor’s cost. EXHIBIT A Page 13 of 21 Specification No. S-2024-647BD 3.17. Loading, Drivers, and Trailers 3.17.1. OC San reserves the right to reject loads (no make-up) or write-up the driver or trailer if any contractual requirements or SWCR (Appendix B) are not met. See Section 3.19. 3.17.2. The Contractor shall be responsible for all transportation equipment. OC San reserves the right to inspect any of the Contractor’s equipment to verify conformance with all requirements within these specifications and reject loads if equipment does not meet specifications. 3.17.3. Contractor shall provide adequate training to drivers, dispatchers, and other key staff on solids characteristics and emergency response procedures, including providing simple procedures written in the appropriate language format (such as English and Spanish). 3.17.4. Contractor’s drivers shall conduct themselves in a professional and courteous manner. OC San reserves the right to ban drivers from OC San facilities that do not comply with the SWCR or terms of the contract. 3.17.5. Dispatchers shall relay shutdown, operational, training, and other communications from OC San to drivers promptly, in a format that can be easily understood by drivers, and document communications and trainings including the use of sign-in sheets. 3.17.6. Trailers are subject to inspection by OC San prior to commencement of work. Any exceptions to requirements must be requested in writing and approved by OC San staff. 3.17.7. Contractor shall conform to OC San Safety Equipment Requirements and Pre- Loading Inspection Requirements (see Appendix B). 3.17.8. Contractor’s drivers shall carry a copy of the OC San’s “Hauling Biosolids” laminated cards (Appendix B). Drivers shall understand and abide by all information contained in it, be familiar with solid waste, and provide this informational booklet to onsite emergency responders if an incident occurs during transportation, especially to communicate that the solid waste is non-hazardous. Laminated cards are available to drivers at OC San’s truck loading facilities. 3.17.9. OC San requires the Contractor’s participation in our commitment to being a good neighbor and preventing/minimizing noise and odors. Below is a summary of some of the requirements, but please refer to Appendix B for all requirements: • OC San requires that Contractor’s drivers travel with tarps secured at all times to minimize odors. • Contractor is responsible to provide drivers access to facilities necessary to ensure trucks are clean. OC San will not provide a truck washing facility. • No jake-braking or other noise nuisance between 7:00PM and 7:00AM. • Contractor shall utilize staging areas and trucking route(s) with least impact to sensitive receptors within the public. The route(s), staging areas, and contingency routes in case of closures shall be included in the Hauling Plan submittal. 3.17.10. Upon OC San’s request, the Contractor shall provide one (1) bin per plant for on-site storage to be used in an emergency situation. Plant 2 may require a bin that is between 8-10 ft. (width) by 16-25 ft. (length) and is 4 ft. or less (height). Drying bed haulers will be loaded by OC San staff. The height of the trailers used for hauling the material can be no more than 8 feet high to allow for loading. The trailers shall be designed so that liquid or solid materials do not leak or spill from the trailer during loading and transport. The trucks and trailers shall conform to EXHIBIT A Page 14 of 21 Specification No. S-2024-647BD all applicable regulatory requirements including, but not limited to the Occupational Safety and Health Act (OSHA) and United States Department of Transportation (USDOT). Trailers must be covered before transporting material. End dump trailers shall have manual locking turnbuckles on their tailgate. 3.17.11. Trailers/bins shall be watertight. 3.17.12. Trailers/bins shall be clearly marked with a unique ID, which shall be visible and distinguishable. 3.17.13. Contractor shall conform with OC San Biosolids Response & Recovery Plan (Appendix B). The Contractor shall notify OC San Control Center (714-593- 7025) within 30 minutes of accidents and spills during transportation and email an incident report within 48-hours (see Section 7.6). 3.18. Permits, Compliance, and Records 3.18.1. Contractor shall hold and maintain all valid federal, state, and local permits, licenses, and other approved legally required documentation to haul and transport solid waste. 3.18.2. Contractor shall submit all regulatory documents as part of its Solid Waste Hauling Plan in its Contract. 3.18.3. Renewal of these documents shall be provided to OC San upon issuance and shall be available at the site. 3.18.4. The Contractor shall demonstrate compliance with all federal, state, and local regulatory standards (see Section 7 Deliverables). 3.18.5. Contractor shall include cost for permits and any incidentals in cost to haul to all facilities listed on the Bid Price Form, Exhibit B. Use of these alternative locations will typically be on an emergency basis, so costs may be higher than routine hauls. 3.18.6. Contractor shall submit copies of all reports submitted by the Contractor to regulators and any other reports required by OC San in accordance with Section 7 Deliverables. 3.18.7. Contractor shall notify OC San of any regulatory changes affecting hauling as soon as possible. The notification shall include how the changes impact hauling and the Contractor’s plan for addressing the changes. Contractor shall provide a copy of any regulatory requirement changes, reports, and correspondence as described in Section 7 Deliverables. 3.18.8. The Contractor shall report any violations or investigations to the appropriate authority immediately, as well as to OC San, within 24-hours with a follow-up incident report as referenced in Section 7 Deliverables. 3.18.9. Contractor shall maintain, document, and copy OC San on all compliance and any non-compliances with all federal, state, and local regulations. OC San reserves the right to contact the Contractor’s regulators. 3.18.10. OC San may require additional supplemental reports, data, plans, or proof of compliance as needed. 3.19. Contractor Performance 3.19.1. OC San reserves the right to withhold loads for any reason, including but not limited to: 3.19.1.1 Contractor not meeting any elements of the SOW or Contract requirements. 3.19.1.2 Contractor not adequately addressing neighbor complaints, potential onsite nuisances, or any other concern documented in an inspection. EXHIBIT A Page 15 of 21 Specification No. S-2024-647BD 3.19.1.3 Contractor not conforming to the SWCR document (Appendix B). OC San periodically updates and reissues this document to Contractor. 3.19.1.4 Contractor’s Subcontractor(s) not meeting or conforming to any one of the requirements, which are the responsibility of the Contractor to ensure conformance. 3.19.1.5 Repeated issues with performance can be grounds for termination of the Contract. 3.20. Back Charge 3.20.1. Contractor shall reimburse OC San for any costs, fines, and/or corrective actions taken due to Contractor’s non-performance. This may include costs incurred by OC San due to failure of the Contractor to accept and remove the agreed upon volume of solids from the plants, onsite truck leaks, or due to releases (spills). OC San reserves the right to offset any funds paid out on behalf of the Contractor from invoiced amounts payable to the Contractor. 3.20.2. Contractor shall reimburse OC San for any property damage caused by Contractor or Subcontractors. 3.21. Coordination Contractor shall participate in OC San-required virtual or in-person meetings to review performance, issues, upcoming projects, and generally ensure effective communications coordination between OC San and Contractor at no cost to OC San (Appendix B). 4. Resources Available OC San will provide all the necessary infrastructure and ancillary equipment for solids loading conducted at Plant No. 1 and Plant No. 2. Contractor is otherwise responsible for all equipment, instrumentation, and supplies and all associated costs required for receiving, handling, and hauling solids. Contractor is responsible for providing personal protective equipment for its work force. The safety equipment shall meet or exceed OC San’s safety standards. Office facilities for Contractor’s workforce are the responsibility of Contractor. Conference call meetings involving dial- in services are the responsibility of Contractor. In close coordination with assigned OC San staff, the Contractor is responsible for requesting from OC San the needed information necessary for performing their contractual obligation. OC San will provide all available information to assist the Contractor in performing the work elements as described above. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement will be paid by Contractor. 5. Project Schedule Milestones/Timeline Deadline (Days from Notice to Proceed Date) Kick-Off Meeting 5 working days after Notice to Proceed Transition Implementation Plan 15 working days after kick-off meeting Transition Period Onboarding (if new Contractor(s)) June 23, 2025 through June 30, 2025 EXHIBIT A Page 16 of 21 Specification No. S-2024-647BD First day of the Contract Performance July 1, 2025 Transition Period Exiting (if new Contractor(s)) Final Week of Contract Work and meetings involving OC San staff shall take place Monday through Thursday, between the hours of 7:00 A.M. to 3:00 P.M. 6. Project Management Project management includes Contractor’s attendance at a kick-off meeting, Contractor Safety Orientation (CSO), and any other pertinent compliance meeting (upon OC San’s request). Contractor shall also be responsible for notifying any regulatory agencies and OC San of permit conditions, non-compliance (violation) events, etc. to the OCHCA, SARWQCB, and/or SWRCB, upon approval by OC San. At the kick-off meeting, Contractor shall provide a list of personnel that will be hauling solids and the key personnel not limited to dispatcher and management team. Contractor shall not reassign the key project personnel without prior approval of OC San. However, OC San may request reassignment of any of Contractor’s personnel, based on the adequacy of performance. Prior to commencement of work, OC San staff will meet with the Contractor to establish appropriate contacts and to familiarize with the operations and relevant matters. This meeting must be held at OC San’s offices or as determined by OC San. Continuous performance monitoring will be performed by OC San. The Contractor shall issue a point of contact for coordination purposes as well as an organizational chart for escalated matters. 6.1. Project Kick-Off Meeting Within five (5) business days of receiving the Notice-to-Proceed, Contractor shall schedule, attend, and lead a project kick-off meeting with OC San’s Environmental Services staff at OC San’s Administrative Office or through an alternative method as directed by OC San. The Contractor shall be available to attend follow-up meetings and/or conference calls as deemed necessary by OC San. 7. Deliverables 7.1. The Contractor shall provide solid waste hauling services that requires removal or acceptance of the transportation of solid waste from OC San’s Reclamation Plants 1 or 2 or both, for quantities as determined and directed by OC San as described above. 7.2. The Contractor shall submit a Solid Waste Hauling Plan as part of the submittal package to demonstrate conformance with Appendix B. 7.3. The Contractor shall submit the following information to the OC San Project Manager at least 30-days prior to proceeding with the work under this Contract: • The Training Checklist for hauling that ensures the Contractor’s dispatcher has trained staff on OC San requirements at least 30-days prior to the commencement of work. • A list of driver names and trailer numbers that will be used to haul the material. • OC San New Driver and New Trailer Approval forms completed and submitted by the hauling dispatcher (Appendix B). EXHIBIT A Page 17 of 21 Specification No. S-2024-647BD • Certificate of Reported Compliance for any fleet hauling material, including subcontractors, as required per the Heavy-Duty Inspection and Maintenance (HD I/M) Regulation. • Proof of fleet compliance with the Truck and Bus Regulation. 7.4. SWCR Updates: The Contractor shall meet requirements for reporting in the current version of the SWCR (Appendix B), which is updated periodically. Contractor will be notified and updated when new versions are made available. The Contractor shall download and conform to future updates. 7.5. Contractor Notifications and Incident Reports to OC San. In conformance with the requirements set forth above and the requirements in the SWCR (Appendix B), the Contractor shall notify OC San of the following and provide a corresponding incident report within 48-hours: 7.5.1. Within 30 minutes of any traffic incident or solid waste released during transportation, Contractor shall notify OC San’s 24-hour Control Center (714-593- 7025). 7.5.2. Within 24 hours of any: • Incident of non-compliance including notices of violation. • Complaint received. • Public or media questions received. • Regulatory inspection. • Verbal notification from regulator that an Area of Concern, Violation, or other notice of regulatory non-compliance may be received in the future. • Receipt of regulatory non-compliance or Areas of Concern or any other action taken by an enforcement agency regarding non-compliance with permit provisions or general applicable regulatory standards (provide OC San a copy of the regulatory document with notification). • Discovery of a regulatory non-compliance for which the Contractor shall be notifying the regulatory agency. • Accidents or health and safety incidents related to solid waste hauling, processing, or marketing/reuse. • Product batches that do not meet specifications. • Regulatory-defined “Special Occurrences” on-site. • Regulatory inspection report received. • Critical equipment breakdowns and corrective and preventive actions. • Significant changes (including temporary and interim changes) to processes, input, outputs, and markets. 7.5.3. Incident reports shall include the information regarding the incident, which regulatory requirements are impacted (if any), regulatory notifications made (if any), the Contractor’s response, root cause analysis, detailed corrective and preventive actions, and pictures when appropriate. The Contractor shall take corrective and preventive actions to address root causes. 7.5.4. The Contractor shall notify OC San of any operational interruptions and/or maintenance shutdowns by Wednesday of the preceding week in order for OC San to properly schedule loads for the week of the shutdown. 7.5.5. In the event of any process interruption after the solid waste is received at the disposal sites, Contractor shall notify OC San as soon as possible, but within 24 hours. OC San will likely discontinue loads until the process is restored. 7.5.6. In response to OC San inspection findings, the Contractor shall provide OC San within five (5) business days a written incident report including root cause analysis and detailed corrective and preventive action plans. The Contractor shall take corrective and preventive actions to address root causes of OC San findings, EXHIBIT A Page 18 of 21 Specification No. S-2024-647BD especially when issues could result in nuisance complaints or compliance concerns. 8. Safety & Hazardous Materials Safety is the top priority at OC San. The Contractor shall attend a CSO meeting prior to the start of work. The CSO is an OC San safety orientation conducted between OC San’s Risk Management Division (safety and health) and the Contractor. Participation in this instruction is mandatory. This orientation does not replace any safety measures described in the Request for Proposals. Consultant shall include in its proposal at least one-hour dedicated to safety onboarding prior to conducting any work. The Contractor and any Subcontractor shall follow all state, federal, and local safety standards. Failure to do so could result in removal and permanent suspension from OC San’s property. In addition, the Contractor shall follow all OC San and management facility safety guidelines established for guests, contractors, and vendors at the time this Agreement is executed. In addition, OC San will have the right to modify the way the training is delivered if it is not able to be done in person due to extraordinary circumstances such as COVID-19, including but not limited to recorded or live virtual training. Please review the latest OC San, Centers for Disease Control and Prevention (CDC), California Department of Public Health (CDPH), and Orange County Health Care Agency (OCHCA) COVID-19 guidelines in order to be informed on the most current safety requirements. OC San reserves the right to stop work at no cost to OC San if there is an imminent safety hazard caused by the Contractor or any of its Subcontractor(s). If work is stopped due to imminent safety hazards caused by the Contractor, no stand-by pay will be paid by OC San. The Contractor and its employees shall comply with OC San’s safety policies, including, but not limited to, wearing protective gear while in the plant industrial areas. Protective gear includes protective footwear comprised of non-skid soles with leather uppers and toe protection, protective eye wear, ear protection, and safety hard hats. OC San safety policies are available from OC San Safety Manager or his designated staff. Lack of safety equipment or failure to use safety equipment may be cause for termination of the contract. Be advised that confined spaces and hazardous atmosphere exist in OC San facilities. The Contractor shall designate an individual to receive hazard awareness training from OC San. This designated individual shall then train the Contractor staff on the hazards that exist at OC San. The Contractor shall comply with OSHA, state, federal and local safety laws. The Contractor shall provide a list of contacts and their duties for OC San staff including emergency contact information. The Contractor shall provide their spill response plan to OC San prior to start of contract period. A meeting with personnel from OC San’s Risk Management/Safety/Security Division will be required before work can begin on this contract. OC San Safety & Health Supervisor can be contacted through OC San Human Resources Department. 8.1. Job Hazard Analysis The Contractor shall develop and maintain a Site-Specific Safety Program for the worksite, in accordance with OC San Construction Safety Standards. The Plan shall EXHIBIT A Page 19 of 21 Specification No. S-2024-647BD include a description of the work to be performed, highlighting the hazard analysis for each general site condition(s) and specific work task(s), as follows: • Identification of the Contractor’s management, supervision, competent, and qualified persons. • Identification of precautions to be implemented. • Decision logic for the utilization of personal protective equipment. • Site access control, including security measures. • Emergency response plan. • Incident reporting methodology. • Safety Data Sheet inventory list; all Cal/OSHA recognized carcinogens or reproductive hazardous materials shall be denoted and highlighted on the inventory list. • Training and certification documentation. • Communication methodology. • The Drug Free Workplace program if not included in the Injury and Illness Prevention Program. • Measures to mitigate public exposure to hazards as applicable. • The Contractor shall submit its Site-Specific Safety Program to OC San for review no later than 15 days after the effective date of the Notice to Proceed and prior to commencing work. 8.2. Contractor shall be aware of the use of bleach, hydrogen peroxide, ferric chloride, acid and caustic soda and the potential presence of hazardous gases in and around the plants. 8.3. There are various alarm systems installed to alert employees of possible hazardous conditions. The Contractor shall instruct its employees of these dangers and that they shall evacuate the area, including tunnels, immediately should an emergency situation occur. 8.4. Contractor is advised that digesters are classified as Class 1, Division 1, Hazardous Areas both inside and to a distance of five (5) feet beyond all the exterior walls and roof, and to a distance of 10 feet beyond all existing gas handling equipment. 8.5. Contractor shall take all necessary safety precautions required to meet all safety requirements for work in areas as designated above, at no additional cost to OC San. 8.6. Contractor is cautioned that the tunnels with digester gas piping are Class 1, Division 2 areas. 8.7. All Contractor employees shall wear hard hats, safety vests, safety toed shoes, safety glasses, and appropriate protective equipment while on OC San plant sites. 8.8. Contractor shall carry and use a 4-gas monitor at all times when on the plant site. The 4-gas monitor shall detect carbon monoxide, oxygen, hydrogen sulfide, and lower explosive limits. 8.9. Contractor is responsible for every aspect of health and safety on the worksite, including the health and safety of Subcontractors, suppliers, and other persons on the worksite. 8.10. Contractor shall notify OC San Project Manager of near misses or injuries within 24 hours. Contractor shall transmit to the OC San Project Manager written investigations of accidents and injuries encountered during work within five (5) business days. 9. Contract Management Invoices: The Contractor shall generate a separate invoice for each plant after the end of each month for each of the previous month’s loads hauled from OC San as back-up for the electronic EXHIBIT A Page 20 of 21 Specification No. S-2024-647BD invoice. Monthly billing invoices shall match tonnages contained in OC San’s records, unless an alternative method is approved by OC San. The invoices shall be emailed to the OC San Project Manager, key personnel, and OC San Accounts Payable (APStaff@ocsan.gov). The invoice shall include the following documentation: • Date • Trailer identification number • OC San weight ticket number • Net wet tons contained in each trailer • Total daily tons hauled to the facility(ies) from OC San • Total monthly tons hauled to the facility(ies) from OC San • Total number of loads hauled to the facility(ies) from OC San OC San reserves the right to withhold payment if incomplete or incorrect information is provided with invoices or monthly reports. 10. Staff Assistance The Contractor shall be assigned a single point of contact on this project. Any meetings and/or correspondence related to this project shall be scheduled and approved by the Project Manager. 11. Safety and Health Requirements The Contractor and any Subcontractors shall comply with all applicable provisions of the OC San CSO, Federal OSHA, California OSHA, and Local regulations, whichever is most stringent. 11.1. Injury and Illness Prevention Program The Contractor shall submit a copy of their written Injury and Illness Prevention Program (IIPP). The IIPP must address responsibility, compliance, communication, hazard assessment, incident investigation, hazard correction, and training as required by Title 8, California Code of Regulations, Section 3203. 11.2. Contractor Safety Orientation The Contractor shall attend a CSO meeting prior to the start of work. The CSO is a Sanitation District safety orientation conducted between the Risk Management Division (safety and health) and the Contractor. The CSO is conducted once per year or as job conditions or SOW changes. The Contractor shall participate in these meetings by providing work plans and other requested safety deliverables described below. The Contractor shall sign the Job Safety Analysis (JSA) documentation. 11.3. Job Safety Analysis The Contractor shall prepare JSA for work tasks completed by the 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. EXHIBIT A Page 21 of 21 Specification No. S-2024-647BD 11.4. Personal Protective Equipment Contractor shall wear Level D personal protective equipment (PPE), which includes hard-toe work boots, safety glasses, hard hats, high-visibility safety vests, long pants, sleeved shirts, gloves, and hearing protection (as needed). All work performed in the wastewater treatment plant requires a calibrated 4-gas monitor (CO, H2S, LEL, O2). However, this is not required as long as drivers stay in cab while in truck loading bays and tarping shall only be performed outside the truck loading bays. General Services Contract 1 of 11 Specification No. S-2024-647BD Revision 073024 GENERAL SERVICES CONTRACT SOLID WASTE HAULING SERVICES SPECIFICATION NO. S-2024-647BD This GENERAL SERVICES CONTRACT (hereinafter referred to as “Contract”), is made and entered into as of the date fully executed below, by and between Orange County Sanitation District (hereinafter referred to as “OC San”) and Synagro-West, LLC (hereinafter referred to as “Contractor”), and collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, OC San desires to retain the services of Contractor for hauling of wastewater treatment solid waste (“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 March 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: Shall be as specified in Exhibit “A.” General Services Contract 2 of 11 Specification No. S-2024-647BD 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 term of this Contract shall be for three (3) years commencing on July 1, 2025 and continuing through June 30, 2028. 3.2 Renewals. At its sole discretion, OC San may exercise the option to renew this Contract for up to two (2) one-year periods. This Contract may be renewed by an OC San Purchase Order. OC San shall have no obligation to renew the Contract nor to give a reason if it elects not to renew it. 3.3 Extensions. The term of this Contract may be extended only by an amendment signed by both Parties. 4. Compensation. 4.1 As compensation for the Services provided under this Contract, OC San shall pay Contractor a total amount not to exceed Two Million One Hundred Thirty Thousand Dollars ($2,130,000.00). 4.2 Contractor shall provide OC San with all required premiums and/or overtime work at no charge beyond the amount specified above. General Services Contract 3 of 11 Specification No. S-2024-647BD 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 11 Specification No. S-2024-647BD 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 11 Specification No. S-2024-647BD 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. 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 General Services Contract 6 of 11 Specification No. S-2024-647BD Revision 073024 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. 13. Independent Contractor. The relationship between the Parties hereto is that of an independent contractor and nothing herein shall be deemed to make Contractor an OC San employee. During the performance of this Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OC San’s officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OC San’s employees. 14. Subcontracting and Assignment. Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OC San. Any such attempted delegation or assignment shall be void. 15. Disclosure. Contractor agrees not to disclose, to any third party, data or information generated from this Contract without the prior written consent from OC San. 16. Non-Liability of OC San Officers and Employees. No officer or employee of OC San shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OC San, or for any amount which may become due to Contractor or to its successor, or for breach of any obligation under the terms of this Contract. 17. Third-Party Rights. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OC San and Contractor. 18. Applicable Laws and Regulations. Contractor shall comply with all applicable Federal, State, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold OC San harmless from any and all damages and liabilities assessed against OC San as a result of Contractor’s noncompliance therewith. Any provision required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically included or referenced. 19. Licenses, Permits, Ordinances, and Regulations. Contractor represents and warrants to OC San that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to provide the Services. Any and all fees required by Federal, State, County, City, and/or municipal laws, codes, and/or tariffs that pertain to the work performed under this Contract will be paid by Contractor. 20. Regulatory Requirements. Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and Water Codes Division 2. 21. Environmental Compliance. Contractor shall, at its own cost and expense, comply with all Federal, State, and local environmental laws, regulations, and policies which apply to the Contractor, its subcontractors, and the Services, including, but not limited to, all applicable Federal, State, and local air pollution control laws and regulations. General Services Contract 7 of 11 Specification No. S-2024-647BD Revision 073024 22. South Coast Air Quality Management District’s Requirements. It is Contractor’s responsibility to ensure that all equipment furnished and installed be in accordance with the latest rules and regulations of the South Coast Air Quality Management District (SCAQMD). All Contract work practices, which may have associated emissions such as sandblasting, open field spray painting, or demolition of asbestos containing components or structures shall comply with the appropriate rules and regulations of SCAQMD. 23. California Voluntary Protection Program (Cal/VPP) Annual Reporting Requirement. For the duration of the contract term, 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 the 20th day of January each calendar year. Failure to provide this data by the required due date may result in suspension of your 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. 24. Warranties. Contractor’s Warranty (Guarantee): If within a one (1) year period of completion of all work specified in Exhibit “A,” OC San informs Contractor that any portion of the Services provided fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OC San and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Contractor's sole expense. 25. Dispute Resolution. 25.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County (“JAMS”), or any similar organization or entity conducting an alternate dispute resolution process. 25.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to Code of Civil Procedure, Part 3, Title 9, sections 1280 et seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two (2) arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to Code of Civil Procedure section 1283.05. The arbitrator, or three (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator’s decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 26. 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 General Services Contract 8 of 11 Specification No. S-2024-647BD Revision 073024 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. 27. 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. 28. Termination. 28.1 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. 28.2 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. 28.3 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. 28.4 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. 29. 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. 30. 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. General Services Contract 9 of 11 Specification No. S-2024-647BD Revision 073024 31. 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. 32. Survival. The provisions of this Contract dealing with payment, warranty, indemnity, and forum for enforcement shall survive expiration or early termination of this Contract. 33. 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. 34. Notices. 34.1 All notices under this Contract must be in writing. Written notice shall be delivered by personal service, by electronic telecommunication, or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand, or request sent. All notices shall be effective when first received at the following addresses: OC San: Donald Herrera Senior Buyer Orange County Sanitation District 18480 Bandilier Circle Fountain Valley, CA 92708 dherrera@ocsan.gov Contractor: Robert Ford Business Development Manager Synagro-West, LLC 435 Williams Court Baltimore, MD 21220 robertford@synagro.com 34.2 Each party shall provide the other party written notice of any change in address as soon as practicable. 35. Read and Understood. By signing this Contract, Contractor represents that it has read and understood the terms and conditions of the Contract. 36. Authority to Execute. The persons executing this Contract on behalf of the Parties warrant that they are duly authorized to execute this Contract and that by executing this Contract, the Parties are formally bound. 37. Entire Agreement. This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral communications and all contemporaneous oral agreements, General Services Contract 10 of 11 Specification No. S-2024-647BD Revision 073024 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 11 of 11 Specification No. S-2024-647BD 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 SYNAGRO-WEST, LLC Dated: _________________ By: Print Name and Title of Officer IG EXHIBIT A Page 1 of 21 Specification No. S-2024-647BD EXHIBIT A SCOPE OF WORK SOLID WASTE HAULING SERVICES SPECIFICATION NO. S-2024-647BD EXECUTIVE SUMMARY/OVERVIEW The Orange County Sanitation District (OC San) operates one (1) of the largest wastewater agencies west of the Mississippi River. Since 1954, OC San safely collects, treats, and disposes of and/or reclaims the wastewater generated by 2.6 million people living and working in central and northwestern Orange County, California. Each day OC San treats more than 190 million gallons of wastewater, enough volume to fill Angel Stadium in Anaheim (California) over two and a quarter times. About 80 percent of the wastewater comes from homes – sinks, toilets, showers, laundry, and dishwashers. The remaining come from businesses – retail stores, restaurants, manufacturers, hotels, offices, and other industries. A professional staff of more than 650 employees manage the day-to-day activities of OC San. Our service area includes more than 380 miles of sewer pipes, located throughout the county, and two (2) reclamation plants – one (1) in Fountain Valley, CA and the other in Huntington Beach, CA – where wastewater is treated in accordance with strict state and federal standards. OC San’s employees are dedicated to protecting public health and the environment by ensuring the sewer system efficiently operates 24 hours a day, 7 days a week, and 365 days a year. OC San is known for its industry-leading achievements and dedication to customer service. 1. Purpose The purpose of this Scope of Work (SOW) is to secure professional services for one (1) primary and one (1) secondary qualified Contractor that meet the minimum qualification requirements referenced in Appendix B to manage OC San’s non-recyclable solid waste hauling. This contract requires a Contractor to shall haul between 4 to 50 tons per day (tpd) with one (1) to four (4) loads per day, with an average of approximately 12 tpd with two (2) loads per day, of wastewater treatment solid waste split between two (2) plants according to the schedule in Appendix A. Under normal operating conditions, the Contractor shall maintain, deliver, replace, and transport bins/trailers from OC San’s Reclamation Plant No. 1 located at 10844 Ellis Avenue, Fountain Valley, CA (Plant 1) and Reclamation Plant No. 2 located at 22212 Brookhurst Street, Huntington Beach, CA (Plant 2) to the Frank R. Bowerman Landfill (Bowerman) and the alternative management locations listed in the Bid Price Form (Exhibit B). The Contractor shall take the necessary steps to provide this hauling service, including, but not limited to, compliance with all applicable federal, state, and local regulations, recordkeeping, reporting, and conformance with OC San’s Solid Waste Contractor Requirements (SWCR) (see Appendix B). 2. Description OC San is committed to protect both public health and the environment by operating the reclamation plants in accordance with federal, state, and local laws and regulations, and requirements as established by the Environmental Protection Agency (EPA), State Water Resources Control Board (SWRCB), Santa Ana Regional Water Quality Control Board EXHIBIT A Page 2 of 21 Specification No. S-2024-647BD (SARWQCB), South Coast Air Quality Management District (SCAQMD), California Air Resources Board (CARB), California's Department of Resources Recycling and Recovery (CalRecycle), Orange County Waste and Recycling (OCWR), and Orange County Health Care Agency (OCHCA). Screenings and grit are two (2) types of solid waste from the wastewater treatment process. Screenings are the coarse solids removed by the mechanically cleaned bar screens at the beginning of the wastewater treatment process as part of preliminary treatment. These coarse solids can be paper, fecal matter, cloth, wood, and other materials including plastics and miscellaneous debris. Grit consists of sand and silt or other detritus that is separated from the raw wastewater in an aerated chamber following the screening step. Grit and screenings removed from the incoming wastewater at each plant are moved via conveyors to hoppers. Grit and screenings collected in the hoppers are deposited in portable bins or trailers which are used for transporting the material to a disposal site. Drying bed material originates from the collection system, treatment plant activities, or another source, but must meet the grit and screenings profile for the landfill or a new profile will be required. The material in the drying beds may contain grit, screenings, sewer debris, grease, sawdust, wood chips, sludge, biosolids, polymer, and/or other material. The solid waste is decanted in the drying beds, mixed with sawdust to absorb moisture, and loaded into the Contractor’s trailer using OC San’s loader by OC San staff and transported by the Contractor to the designated landfill. In 2013, OC San and OCWR entered into a Waste Disposal Agreement (WDA) for the disposal of solids waste at the Bowerman Landfill located at 11002 Bee Canyon Access Rd, Irvine, CA, 92602. Although this is currently considered the primary disposal facility, the solid waste is also capable of being sent to the following OCWR landfills (and/or other open OCWR landfills), including those facilities listed in Exhibit B as alternative locations in case it is not able to be sent to Bowerman: • Prima Deshecha Landfill – 32250 Avenida La Pata, San Juan Capistrano, CA 92675 • Olinda Alpha Landfill – 1942 Valencia Ave, Brea, CA 92823 2.1. Definitions • Contractor – Shall mean the party awarded the Contract for services under this Contract. • Drying Bed Material - Drying bed material originates from the collection system, treatment plant activities, or another source and consists of grit, screenings, sewer debris, grease, sawdust, wood chips, sludge, biosolids, polymer, and/or other material. • Fail-safe Back-up Management Options – OC San will have fail-safe back-up and/or alternative landfills, at the ready in the case that OC San has a process disruption or otherwise requires use of an alternative to the usual landfill sites. • Fail-safe Hauling Capacity – Contractor shall have a plan and be prepared to provide hauling for up to 100% of OC San’s maximum grit and screenings and drying bed residuals daily production (50 tpd per facility). See Bid Price Form, Exhibit B • Grit – Consists of sand and silt or other detritus that is separated from the raw wastewater in an aerated chamber or tank following the screening step. • Maintenance Shutdown – A shutdown restricting the processing of solid waste and/or limiting or restricting the throughput of solid waste. EXHIBIT A Page 3 of 21 Specification No. S-2024-647BD • Jake-braking – “Jake brakes” or “Jacob” brakes are colloquial names for a compression release brake. When a diesel engine slows down using its jake brakes, it opens the exhaust valves on top of the compression stroke and the truck makes a noise that is described as a mile-long rumble strip, but deeper and more impressive • OC San – Shall mean the Orange County Sanitation District. • OC San Project Manager – Shall mean the OC San employee who is the main point of contact for all issues related to this Contract. • Ownership of Solid Waste – Shall mean once solid waste is loaded into the Contractor’s truck/bins, the responsibility and ownership of the solid waste is deemed to have transferred from OC San to the Contractor. However, OC San maintains strict oversight of the solid waste throughout the final use process including, but not limited to, coordination on compliance reporting, reporting incidents during transportation, and final waste disposal. • Primary Contractor – A Primary Contractor will be awarded the Contract to handle 100% of OC San’s grit and screenings and drying bed material at both Plant 1 and Plant 2. However, a secondary Contractor will be selected to provide services in case the primary Contractor is unable to pick up the required load(s). • Secondary Contractor – A Primary Contractor will be selected along with a secondary Contractor in the event that the primary Contractor is not available. • Screenings - Coarse solids removed by the mechanically cleaned bar screens at the beginning of the wastewater treatment process as part of preliminary treatment, typically consisting of paper, fecal matter, cloth, wood, and other materials including plastics and miscellaneous debris. • Solid Waste – A combination of either grit and screenings and/or drying bed material generated from wastewater treatment, collection system, treatment plant activities, or another source. • Solid Waste Contractor Requirements (SWCR) – A periodically-updated document that explains OC San requirements as well as other resources for Contractors. Contractor shall conform to the latest published version of SWCR (Appendix B), as specified in Section 7. • Subcontractor – shall mean the party designated by the Contractor and approved by OC San for part of thisSOW. See Section 3.7 for requirements. • Top-off – Service to top-off with Plant 1 drying bed material after Plant 2 trailer pick- up. • TPD (tpd) – shall mean wet tons per day where a ton is a measurement by weight of 2,000 pounds of solids. 3. Project/Work Elements 3.1. General The Contractor shall provide bins and trailers to accept delivery, transport, and disposal of the grit, screenings, and drying bed material from OC San’s Plant 1 and Plant 2 at the following permitted and approved OCWR sites (and other facilities listed in Exhibit B) in quantities determined and directed by OC San (up to approximately 50 tpd): • Frank K. Bowerman Landfill – 11002 Bee Canyon Access Rd, Irvine, CA, 92602 • Prima Deshecha Landfill – 32250 Avenida La Pata, San Juan Capistrano, CA 92675 • Olinda Alpha Landfill – 1942 Valencia Ave, Brea, CA 92823 EXHIBIT A Page 4 of 21 Specification No. S-2024-647BD 3.2. Facility Description There is one (1) primary hauling destination, Bowerman Landfill, which has the following description: • Bowerman Landfill is owned and operated by OC Waste and Recycling. • OC San and OC Waste and Recycling have an agreement for Bowerman to accept and landfill OC San’s solid waste at their facility. • The Bowerman Landfill receives and processes up to 11,500 tons daily. • The facility hours of operation of unloading are from 7:00AM to 4:00PM, Monday through Saturday. No waste will be accepted outside the solids hauling schedule, unless approved by Bowerman. OC San is seeking to maximize the hauling diversity and capacity for its grit and screening program by awarding contracts for up to two (2) qualified hauling Contractors (one (1) primary Contractor and one (1) secondary Contractor). In doing so, it is OC San’s responsibility to provide solid waste to the qualified Contractor(s) that meet the specifications described in the following sections. The Contractor is responsible for taking all required steps to provide this service, which may include, but is not limited to, permitting and hauling, while also meeting compliance with federal, state, and local regulations, including recordkeeping, reporting, and conforming to OC San’s SWCR (Appendix B). OC San shall pay for the tipping fee separately to OCWR (and/or those facilities listed in Exhibit B) for the disposal of OC San’s residuals by the Contractor at OCWR’s designated landfills in accordance with the OC San-OCWR Waste Disposal Agreement. In the event that the OCWR is not able to accept OC San’s residuals at the landfill due to any reason not limited to the quality of residuals, weather conditions, construction, and/or emergency events, the Contractor shall use one of the other potential locations listed in Exhibit B. All of OC San’s recommended fail-safe delivery sites will be within three hundred (300) miles of OC San’s Plant 1 in Fountain Valley. These other facility delivery hours typically range between 6:15AM to 4:00PM, Monday through Saturday. However, some of these facilities operate 24 hours a day, seven (7) days a week. Hours and dates may change at the sole discretion of these facilities. However, the Contractor may recommend and/or use an alternative landfill site that has been approved by OC San and for which OC San’s material has been properly profiled, approved, and authorized prior to disposal. The Contractor shall not store any vehicles, trailers, or equipment onsite. 3.3. Regulatory Requirements The Contractor shall perform all work under this contract in strict compliance with applicable federal, state, and local regulatory requirements including, but not limited to 40 CFR 122, 123, 124, 257, 258, 260, and 261, and California’s Code of Regulations (CCR) Titles 13, 22, 23, and 27, and the California Water Code. 3.4. Service Schedule and Material Quantities The Contractor shall be available to handle, store, move, and dispose of the solid waste on a 24 hour per day, seven (7) day per week schedule, including holidays. Service on EXHIBIT A Page 5 of 21 Specification No. S-2024-647BD holidays, weekends, or after hours is included in the contract price. When OC San requires additional bins or trailers due to additional grit and screenings or drying bed material volumes, OC San shall not be subject to the following: • Overtime • Additional or premium charges • Waiting charges (for less than 1 hour) • Cancellation charges (if OC San provides notice at least 12 hours in advance) • Extra fees OC San will strive to schedule loads at least 24 hours in advance; however, OC San reserves the right to expedite the schedule for service within an eight (8)-hour period from notification at no additional cost to OC San. 3.5. Grit and Screenings and Drying Bed Material Quantities Grit and screenings and drying bed material quantities in the table below are based on the typical schedule over the last fiscal year (2023-2024). The actual amounts of grit and screenings and drying bed material may vary and are not guaranteed minimum quantities. OC San reserves the right to change the weekly schedule and the estimated number of truck loads based on volume of material available at no additional cost to OC San. OC San will strive to provide a two (2)-week notice of any potential schedule changes. 3.6. Service Schedule The hauling schedule for grit and screenings and drying bed material, estimated truckloads, and estimated tonnage per year is shown in the table below: SERVICE SCHEDULE NUMBER OF BINS/TRAILERS EST. TRUCKLOADS PER YEAR EST. TONNAGE PER YEAR Plant 1 Grit and Screenings Sunday - Saturday 2 bins (1 truck/day) switched daily; Bins staged on Sunday and staged bins delivered to landfill on Monday. 365 2,500 Plant 1 bin relocation Sunday Switching onsite bins only (No disposal or transport; stage only) 52 N/A Plant 1 Drying Bed Top-off Typically weekly – usually Thursday morning - and as needed 1 trailer/week – the same truck/trailer as for Plant 2 Grit or Screenings. 80 700 Plant 1 Drying Bed Trailer As Needed 1 trailer, as needed 6 60 EXHIBIT A Page 6 of 21 Specification No. S-2024-647BD Currently, between 275 to 500 wet tons of grit and screenings (including drying bed material) per month are being collected from both plants. Drying bed loads are not continuous and may require a minimum of four (4) to 12 loads in one (1) month. The drying beds are currently only located at Plant 1. Bin Relocation Service: The Contractor shall provide a qualified driver to provide the bin relocation services every Sunday between 6:00AM to 9:00AM. The driver shall exchange both loaded bins from the Plant 1 grit and screening building with the delivered empty bins and transfer the loaded bins to the drying bed area or back to the Contractor’s yard for transportation to the selected disposal facility on Monday. Deployment area is subject to change. Bin Top-Off Service: Service to top-off with Plant 1 drying bed material after Plant 2 trailer pick-up: OC San is required to move solid waste offsite to a landfill within 7-days of receiving the material in the drying bed. Many times, the accumulated volume is small and does not warrant a large trailer. Upon request, after picking up the Plant 2 grit or screening trailer, the Contractor shall stop at Plant 1 to pick-up the Plant 1 drying bed material. Typically, this “top- off” request will coincide with the P2 grit or screening trailer pick-up on Thursday or Friday. The trailer will need to be weighed at Plant 2 for screenings, then weighed again at Plant 1 after the drying bed material is added. Alternatively, if a small load is needed to be picked up from the drying beds on a day other than Thursday or Friday when the normal Plant 2 top-off occurs, then the Contractor shall use the bin that is picked up on a daily basis from grit and screenings at Plant 1 to top-off the load from the drying beds. 3.7. Grit and Screening and Drying Bed Material Solids Quality OC San will pay the landfill tipping fee directly to OCWR, and manage the profile, perform the required sampling, and analyses to ensure continued conformance with landfill standards. Other potential fail-safe options that can be used for disposal of the solid waste are provided in Exhibit B. OC San will provide mulch/sawdust to the Contractor to increase the solids content if required by the landfill. 3.8. Portable Grit & Screenings Storage Bins and Trailers and Drying Bed Hauling Bins and trailers shall be designed so that liquid or solid materials do not leak or spill from the bins or trailers during loading and transport. The bins and trailers shall be designed to be safely accessible and moveable by OC San staff. These units shall also conform to all applicable regulatory requirements including, but not limited to those of the Occupational Safety and Health Act (OSHA), United States Department of Transportation (USDOT), and OC San’s safe driving practices and speed limits. The bins and trailers shall be stenciled Plant 2 Grit Trailer Thursday 1 trailer/week 52 350 Plant 2 Screening Trailer Monday, Wednesday, Friday 3 trailers/week 156 725 Plant 1 SCWO Screening Bin Typically Weekly 1 trailer/week 52 200 EXHIBIT A Page 7 of 21 Specification No. S-2024-647BD with a unique number for identification. The bins and trailers shall be designed with at least four (4) drainage holes to drain excess liquid while bins or trailers are stationed in the loading facility. The drainage holes shall be located at each corner or sides of the bin and trailer. The drainage holes shall be a minimum of two (2)-inches in diameter and equipped with a full port plug valve. The plug valve must be accessible when the bin or trailer is in place to clean any debris that may plug the opening. The plug valve or other device must seal the drain tightly during loading and transport so that no liquid or solid material can leak or spill. The bin or trailers must be equipped with a solid cover to prevent the contents from escaping the bin or trailer during transport. • End Dumps must have either one (1) to two (2) on each side or a total of four (4) turnbuckles as listed in a) thru d): a) Two (2) turnbuckles on bottom; or b) Two (2) turnbuckles on top; or c) One (1) turnbuckle on each side; or d) any combination of c) with either a) or b) • Tarp must completely cover and seal the truck with no major holes or rips (over six (6) inches). • Trailers/bins must be water-tight. No holes or tears on body of trailer or seals through which light can be seen through or where there are signs of leakage. Bins and trailers shall be maintained by the Contractor and remain in good working condition throughout the entire term of the contract. Maintenance shall include, but not limited to, fixing bent and warped doors, replacing seals and gaskets, repainting chipped and peeling paint, correcting door and cover alignment problems, replacing broken latches and valves, fixing or replacing bent cross members, and maintaining bins and trailers so they do not leak. Bins and trailers must be maintained in a condition so that they remain safely accessible, in good working order, and moveable by OC San’s staff. Prior to delivery to OC San’s facilities, all bins, trucks, and/or trailers shall be properly inspected to ensure that: • All locking mechanisms are in place. • Trailers/bins are water-tight. • Tarp/cover are free of any major holes, rips, cracks, etc. that might compromise its integrity. • Splashguards are welded or bolted and sealed and must be 18 to 24 inches on front. o Back splashguards are required only if tarp does not have a tarp extension that ensures seal in the back. • Truck and trailers must not exceed 12 feet to load at Plant 1 or 13.5 feet to load at Plant 2. • No solid waste is present/visible on the outside of the truck, trailer, and/or bins. • Odor is mitigated before loading with tarp/cover on. • Trucks have safety equipment, including broom, bucket, triangles, fire extinguisher, gloves, protective eyewear, etc. • Any changes to trucking schedule need to be called into Duty Supervisors (Plant 1: 714-593-7025 or Plant 2: 714-593-7625). • All trucks are required to carry a Citizens Band communicator/radio (CB radio). Any bins, trucks, and/or trailers that are in poor condition and/or deemed to be unsafe by OC San staff or pose a safety concern shall be repaired or replaced at no cost to OC San prior to using the bins or trailers again at OC San’s facilities. Bins or trailers that are leaking shall EXHIBIT A Page 8 of 21 Specification No. S-2024-647BD be repaired or the contents moved to a properly working bin or trailer by the Contractor prior to leaving OC San facilities at no cost to OC San. Notification by OC San to the Contractor for the bins or trailers that require repair will be made in writing (via email) by OC San Operations staff. Due to odor compliance, the Contractor shall make all necessary repairs and have the full bins or trailers removed from OC San within two (2) business days. Prior to transportation, the Contractor shall ensure that the outside of the bin or trailer is kept clean from debris. Plant 1 has two (2) identical grit and screening loading bays located in the Bin Loading Building. Plant 2 has one (1) screening loading bay and one (1) grit loading bay. The screening bay is located inside the Screenings Building and the grit loading bay is located inside the Grit Building. Both the grit and screenings will require one (1) trailer at each location at a time. The approximate dimensions of the loading bays are listed in the following table: Location Clearance from Bottom of Hopper to Bay Floor Width of Bay Length of Bay Plant 1 (2 identical) 10 ft. 8 ft. 6 in. 25 ft. Plant 2 Screenings Bay (inside) 11 ft. 10in. 12 ft. 54 ft. Plant 2 Grit Bay (inside) 14 ft. 3 in. 12 ft. 54 ft. Photo of Plant No. 1 Grit and Screening Area Photo of Plant No. 1 Grit and Screening Area EXHIBIT A Page 9 of 21 Specification No. S-2024-647BD 3.9. Hauling, Scheduling, Storage, and Contingencies The Contractor shall be responsible for ensuring drivers and hauling companies comply, as required, with all State of California, State of Arizona, and federal standards and requirements for Motor Carriers, including the California Vehicle Code and the Department of Transportation (DOT) Federal Motor Carrier Safety Administration standards and requirements. State of California and DOT requirements may include, but are not limited to, the following: • California Vehicle Code §658.17 Weight limits • DOT §393.95 Emergency equipment on all power units • DOT §395.3 Maximum driving time for property-carrying vehicles • CARB Truck & Bus Regulation 13 CCR 2025 • CARB Heavy-Duty Vehicle Inspection and Maintenance Program Regulation 13 CCR 2195 – 2199.1 Photo of Plant No. 1 Drying Bed Area Photo of Plant No. 2 Grit Area Photo of Plant No. 2 Screening Area Photo of Plant No. 1 Drying Beds Area EXHIBIT A Page 10 of 21 Specification No. S-2024-647BD • CARB Advanced Clean Fleets Regulation 13 CCR 2013 – 2013.4 and 13 CCR 2015 – 2015.6 o Any federal, state, or local fees related to hauling, such as road use fees, toll fees, and any fines incurred by hauling operations as well as costs associated with releases shall be the responsibility of the Contractor. o In addition to the summary of key requirements contained in this section, the Contractor shall comply with all requirements contained in Appendix B, including the submittal of the Training Checklist that ensures the Contractor’s dispatcher has trained staff on OC San requirements (see Section 7 Deliverables). The Contractor shall periodically (or upon request by OC San) review, update, and re-submit the plans, with any changes, to OC San. o Contractor shall haul solid waste from either of OC San’s two (2) plants to approved sites as directed by OC San’s weekly schedule. Contractor shall conform to this schedule. o Contractor shall bill OC San based on OC San’s scale-based weight tickets (not weight at destination facility). Contractor shall maintain and record truckload weight tickets. o Current loading windows are generally limited to Monday through Saturday but are subject to change based on operational needs and solids residual availability (see Appendix B). o OC San will consider Contractor’s needs in setting loading times and schedules; however, operational logistics and plants’ considerations determine the final schedule. Wait times at the plants prior to loading average about 15-30 minutes, but at peak times it can be as much as one (1) hour. Loading times also vary, averaging about 15-30 minutes. o Once the solid waste is loaded into the Contractor’s bins/trailers, responsibility, and ownership of the solids are deemed to have transferred from OC San to the Contractor. However, OC San maintains strict oversight of these solids throughout the final use process including coordination of reporting incidents during transportation and final product distribution. o OC San has limited storage capacity. Contractor shall provide facilities, hauling, equipment, and any other means necessary to ensure its ability to manage and store solids produced by OC San during inclement weather. o Haulers transporting solid waste off-site for disposal shall take all necessary measures to keep the solids contained. Haulers shall adhere to OC San’s spill clean-up plan. OC San is required to report any spills to USEPA and State agency in which the spill occurred. 3.10. OC San Scale and DataBridge Systems The Contractor is required to weigh at OC San’s truck loading facilities prior to leaving with loaded bins. The Contractor shall provide OC San with standardized tare weights that will be used to issue the full-bin scale tickets. The Contractor shall include copies of the landfill’s weight tickets (separate ticket for each bin) for grit and screenings and drying bed solid waste at Plant 1 and Plant 2. The weight tickets shall be provided to OC San with the monthly invoice or upon OC San’s request. 3.10.1. New Driver and New Trailer Approval forms are required for each driver and trailer in order to register them in OC San’s scale software prior to arrival at OC San. Hauling dispatchers are required to email the form at least two (2) business days before the drivers’ or trailers’ initial visit to OC San. EXHIBIT A Page 11 of 21 Specification No. S-2024-647BD Dispatchers and drivers are certifying that they understand and conform with requirements contained in the Pre-Loading Trailer Inspection Guidelines, and Safety Equipment Inspection Guidelines. 3.10.2. OC San’s DataBridge System is a software application that is used for tracking OC San’s Biosolids loads to ensure accurate compliance reporting (see Appendix B). 3.10.3. OC San staff will review and reconcile tickets in DataBridge, using field tickets and logs. Invoicing shall reflect data in DataBridge. Any incorrect or missing tickets will be identified during the ticket approval process. The Contractor shall communicate any ticket discrepancies as soon as possible to OC San. These requirements transfer to any new or equivalent systems or processes implemented in the future. 3.11. Transportability The Contractor shall submit the following with the submittal: • Plan and profile views of the disposal bin. • Plan and profile views of the transfer unit. • Plan and profile for Plant 1 bin drainage system. • Provide other documentation, if available, to support claims of disposal bin compatibility with applicable Federal, State, and Local regulatory requirements, including, but not limited to OSHA, USDOT, the Code of Federal Regulations (CFR) certification, California Code of Regulations (CCR) validation. Documentation may include video or photos of system as proposed being on-loaded and off-loaded to/from the OC San’s facilities. • Provide drawing and describe the process of on-load and off-load of the system to/from the OC San’s facilities. • Provide a list of items that must be added, disassembled or removed from the bin and/or the transporter for hauling, and • Provide description of design features and other measures taken to prevent liquid leakage and spillage during loading and transport • The Contractor shall provide a list of contacts and their duties for OC San staff including emergency contact information. The Contractor shall provide their spill response plan to OC San. • The Contractor shall be prepared to provide the specified bins and trailers and begin hauling grit and screenings and drying bed material on the first day of the Contract period (July 1, 2025). • The final week of the agreement shall be used as a transition period. The Contractor shall work with the next Contractor to facilitate the transition of hauling duties. The Contractor shall describe the environmental evaluation or site assessment process undertaken in the permitting of each of the disposal sites to be used. Supply information to verify compliance with the requirements of the California Department of Health Services (DHS), SWRCB, the Integrated Waste Management Board, and CARB. EXHIBIT A Page 12 of 21 Specification No. S-2024-647BD 3.12. Driver Wait Time OC San will reimburse the Contractor for driver wait time that is a result of OC San-caused delays greater than one (1) hour. The Contractor must notify the OC San project manager or designee at the time of delay so that the request can be documented and approved by OC San. 3.13. Driver Response Time Although a routine schedule will be established with the contractor(s), there may be unusual circumstances and/or special projects that require additional loads to be removed from the facility. In these cases, the contract rates per load from each subject area shall apply and the Contractor(s) should be able to respond within 24 hours, if/when such events occur. 3.14. Hauler Documentation Please see Appendix B for OC San’s spill response standard operating procedures and other requirements that will be required for the Contractor to have present in each truck at all times and train their drivers on. 3.15. Hauling Capacity 3.15.1. Contractor shall maintain and demonstrate the ability to provide OC San the minimum capacity as indicated in Section 3.6 (and Exhibit B) plus at least two (2) additional trucks per week of hauling capacity. Although OC San prefers to keep to a steady weekly schedule, there can be week-to-week variations. Thus, OC San requires flexible and reliable solids hauling capacity from its Contractors to adapt to these fluctuations. 3.15.2. Failure of the Contractor to maintain and demonstrate the ability to provide OC San the minimum capacity as indicated in Section 3.6 (and Exhibit B) plus at least (2) two additional trucks per week of hauling capacity shall constitute a performance issue (see Contractor Performance in Section 3.19). 3.16. Subcontractor(s) 3.16.1. Contractor may subcontract portions of the Contract. Subcontractors are subject to all the requirements of the Contract. Contractor is responsible for ensuring that the Subcontractor(s) comply with all Contract requirements. 3.16.2. Contractor shall provide a written request to OC San for approval in order to add a Subcontractor to the approved list of substitutes. 3.16.3. Contractor shall obtain written approval from OC San at least 30 days prior to the substitution of an approved Subcontractor. 3.16.4. Contractor’s Subcontractor shall meet all of OC San’s requirements, responsibility, and accountability measures contained herein. 3.16.5. Contractor is accountable and responsible to ensure that its Subcontractor(s) meet applicable OC San and management facility requirements including, but not limited to, providing suitable staff, training, equipment, resources to perform the SOW, required insurance, and conformance with OC San’s SWCR (see Appendix B). 3.16.6. The cost for Subcontractor(s) shall be included in Contractor’s cost. EXHIBIT A Page 13 of 21 Specification No. S-2024-647BD 3.17. Loading, Drivers, and Trailers 3.17.1. OC San reserves the right to reject loads (no make-up) or write-up the driver or trailer if any contractual requirements or SWCR (Appendix B) are not met. See Section 3.19. 3.17.2. The Contractor shall be responsible for all transportation equipment. OC San reserves the right to inspect any of the Contractor’s equipment to verify conformance with all requirements within these specifications and reject loads if equipment does not meet specifications. 3.17.3. Contractor shall provide adequate training to drivers, dispatchers, and other key staff on solids characteristics and emergency response procedures, including providing simple procedures written in the appropriate language format (such as English and Spanish). 3.17.4. Contractor’s drivers shall conduct themselves in a professional and courteous manner. OC San reserves the right to ban drivers from OC San facilities that do not comply with the SWCR or terms of the contract. 3.17.5. Dispatchers shall relay shutdown, operational, training, and other communications from OC San to drivers promptly, in a format that can be easily understood by drivers, and document communications and trainings including the use of sign-in sheets. 3.17.6. Trailers are subject to inspection by OC San prior to commencement of work. Any exceptions to requirements must be requested in writing and approved by OC San staff. 3.17.7. Contractor shall conform to OC San Safety Equipment Requirements and Pre- Loading Inspection Requirements (see Appendix B). 3.17.8. Contractor’s drivers shall carry a copy of the OC San’s “Hauling Biosolids” laminated cards (Appendix B). Drivers shall understand and abide by all information contained in it, be familiar with solid waste, and provide this informational booklet to onsite emergency responders if an incident occurs during transportation, especially to communicate that the solid waste is non-hazardous. Laminated cards are available to drivers at OC San’s truck loading facilities. 3.17.9. OC San requires the Contractor’s participation in our commitment to being a good neighbor and preventing/minimizing noise and odors. Below is a summary of some of the requirements, but please refer to Appendix B for all requirements: • OC San requires that Contractor’s drivers travel with tarps secured at all times to minimize odors. • Contractor is responsible to provide drivers access to facilities necessary to ensure trucks are clean. OC San will not provide a truck washing facility. • No jake-braking or other noise nuisance between 7:00PM and 7:00AM. • Contractor shall utilize staging areas and trucking route(s) with least impact to sensitive receptors within the public. The route(s), staging areas, and contingency routes in case of closures shall be included in the Hauling Plan submittal. 3.17.10. Upon OC San’s request, the Contractor shall provide one (1) bin per plant for on-site storage to be used in an emergency situation. Plant 2 may require a bin that is between 8-10 ft. (width) by 16-25 ft. (length) and is 4 ft. or less (height). Drying bed haulers will be loaded by OC San staff. The height of the trailers used for hauling the material can be no more than 8 feet high to allow for loading. The trailers shall be designed so that liquid or solid materials do not leak or spill from the trailer during loading and transport. The trucks and trailers shall conform to EXHIBIT A Page 14 of 21 Specification No. S-2024-647BD all applicable regulatory requirements including, but not limited to the Occupational Safety and Health Act (OSHA) and United States Department of Transportation (USDOT). Trailers must be covered before transporting material. End dump trailers shall have manual locking turnbuckles on their tailgate. 3.17.11. Trailers/bins shall be watertight. 3.17.12. Trailers/bins shall be clearly marked with a unique ID, which shall be visible and distinguishable. 3.17.13. Contractor shall conform with OC San Biosolids Response & Recovery Plan (Appendix B). The Contractor shall notify OC San Control Center (714-593- 7025) within 30 minutes of accidents and spills during transportation and email an incident report within 48-hours (see Section 7.6). 3.18. Permits, Compliance, and Records 3.18.1. Contractor shall hold and maintain all valid federal, state, and local permits, licenses, and other approved legally required documentation to haul and transport solid waste. 3.18.2. Contractor shall submit all regulatory documents as part of its Solid Waste Hauling Plan in its Contract. 3.18.3. Renewal of these documents shall be provided to OC San upon issuance and shall be available at the site. 3.18.4. The Contractor shall demonstrate compliance with all federal, state, and local regulatory standards (see Section 7 Deliverables). 3.18.5. Contractor shall include cost for permits and any incidentals in cost to haul to all facilities listed on the Bid Price Form, Exhibit B. Use of these alternative locations will typically be on an emergency basis, so costs may be higher than routine hauls. 3.18.6. Contractor shall submit copies of all reports submitted by the Contractor to regulators and any other reports required by OC San in accordance with Section 7 Deliverables. 3.18.7. Contractor shall notify OC San of any regulatory changes affecting hauling as soon as possible. The notification shall include how the changes impact hauling and the Contractor’s plan for addressing the changes. Contractor shall provide a copy of any regulatory requirement changes, reports, and correspondence as described in Section 7 Deliverables. 3.18.8. The Contractor shall report any violations or investigations to the appropriate authority immediately, as well as to OC San, within 24-hours with a follow-up incident report as referenced in Section 7 Deliverables. 3.18.9. Contractor shall maintain, document, and copy OC San on all compliance and any non-compliances with all federal, state, and local regulations. OC San reserves the right to contact the Contractor’s regulators. 3.18.10. OC San may require additional supplemental reports, data, plans, or proof of compliance as needed. 3.19. Contractor Performance 3.19.1. OC San reserves the right to withhold loads for any reason, including but not limited to: 3.19.1.1 Contractor not meeting any elements of the SOW or Contract requirements. 3.19.1.2 Contractor not adequately addressing neighbor complaints, potential onsite nuisances, or any other concern documented in an inspection. EXHIBIT A Page 15 of 21 Specification No. S-2024-647BD 3.19.1.3 Contractor not conforming to the SWCR document (Appendix B). OC San periodically updates and reissues this document to Contractor. 3.19.1.4 Contractor’s Subcontractor(s) not meeting or conforming to any one of the requirements, which are the responsibility of the Contractor to ensure conformance. 3.19.1.5 Repeated issues with performance can be grounds for termination of the Contract. 3.20. Back Charge 3.20.1. Contractor shall reimburse OC San for any costs, fines, and/or corrective actions taken due to Contractor’s non-performance. This may include costs incurred by OC San due to failure of the Contractor to accept and remove the agreed upon volume of solids from the plants, onsite truck leaks, or due to releases (spills). OC San reserves the right to offset any funds paid out on behalf of the Contractor from invoiced amounts payable to the Contractor. 3.20.2. Contractor shall reimburse OC San for any property damage caused by Contractor or Subcontractors. 3.21. Coordination Contractor shall participate in OC San-required virtual or in-person meetings to review performance, issues, upcoming projects, and generally ensure effective communications coordination between OC San and Contractor at no cost to OC San (Appendix B). 4. Resources Available OC San will provide all the necessary infrastructure and ancillary equipment for solids loading conducted at Plant No. 1 and Plant No. 2. Contractor is otherwise responsible for all equipment, instrumentation, and supplies and all associated costs required for receiving, handling, and hauling solids. Contractor is responsible for providing personal protective equipment for its work force. The safety equipment shall meet or exceed OC San’s safety standards. Office facilities for Contractor’s workforce are the responsibility of Contractor. Conference call meetings involving dial- in services are the responsibility of Contractor. In close coordination with assigned OC San staff, the Contractor is responsible for requesting from OC San the needed information necessary for performing their contractual obligation. OC San will provide all available information to assist the Contractor in performing the work elements as described above. Any and all fees required by State, County, City and/or municipal laws, codes and/or tariffs that pertain to work performed under the terms of this Agreement will be paid by Contractor. 5. Project Schedule Milestones/Timeline Deadline (Days from Notice to Proceed Date) Kick-Off Meeting 5 working days after Notice to Proceed Transition Implementation Plan 15 working days after kick-off meeting Transition Period Onboarding (if new Contractor(s)) June 23, 2025 through June 30, 2025 EXHIBIT A Page 16 of 21 Specification No. S-2024-647BD First day of the Contract Performance July 1, 2025 Transition Period Exiting (if new Contractor(s)) Final Week of Contract Work and meetings involving OC San staff shall take place Monday through Thursday, between the hours of 7:00 A.M. to 3:00 P.M. 6. Project Management Project management includes Contractor’s attendance at a kick-off meeting, Contractor Safety Orientation (CSO), and any other pertinent compliance meeting (upon OC San’s request). Contractor shall also be responsible for notifying any regulatory agencies and OC San of permit conditions, non-compliance (violation) events, etc. to the OCHCA, SARWQCB, and/or SWRCB, upon approval by OC San. At the kick-off meeting, Contractor shall provide a list of personnel that will be hauling solids and the key personnel not limited to dispatcher and management team. Contractor shall not reassign the key project personnel without prior approval of OC San. However, OC San may request reassignment of any of Contractor’s personnel, based on the adequacy of performance. Prior to commencement of work, OC San staff will meet with the Contractor to establish appropriate contacts and to familiarize with the operations and relevant matters. This meeting must be held at OC San’s offices or as determined by OC San. Continuous performance monitoring will be performed by OC San. The Contractor shall issue a point of contact for coordination purposes as well as an organizational chart for escalated matters. 6.1. Project Kick-Off Meeting Within five (5) business days of receiving the Notice-to-Proceed, Contractor shall schedule, attend, and lead a project kick-off meeting with OC San’s Environmental Services staff at OC San’s Administrative Office or through an alternative method as directed by OC San. The Contractor shall be available to attend follow-up meetings and/or conference calls as deemed necessary by OC San. 7. Deliverables 7.1. The Contractor shall provide solid waste hauling services that requires removal or acceptance of the transportation of solid waste from OC San’s Reclamation Plants 1 or 2 or both, for quantities as determined and directed by OC San as described above. 7.2. The Contractor shall submit a Solid Waste Hauling Plan as part of the submittal package to demonstrate conformance with Appendix B. 7.3. The Contractor shall submit the following information to the OC San Project Manager at least 30-days prior to proceeding with the work under this Contract: • The Training Checklist for hauling that ensures the Contractor’s dispatcher has trained staff on OC San requirements at least 30-days prior to the commencement of work. • A list of driver names and trailer numbers that will be used to haul the material. • OC San New Driver and New Trailer Approval forms completed and submitted by the hauling dispatcher (Appendix B). EXHIBIT A Page 17 of 21 Specification No. S-2024-647BD • Certificate of Reported Compliance for any fleet hauling material, including subcontractors, as required per the Heavy-Duty Inspection and Maintenance (HD I/M) Regulation. • Proof of fleet compliance with the Truck and Bus Regulation. 7.4. SWCR Updates: The Contractor shall meet requirements for reporting in the current version of the SWCR (Appendix B), which is updated periodically. Contractor will be notified and updated when new versions are made available. The Contractor shall download and conform to future updates. 7.5. Contractor Notifications and Incident Reports to OC San. In conformance with the requirements set forth above and the requirements in the SWCR (Appendix B), the Contractor shall notify OC San of the following and provide a corresponding incident report within 48-hours: 7.5.1. Within 30 minutes of any traffic incident or solid waste released during transportation, Contractor shall notify OC San’s 24-hour Control Center (714-593- 7025). 7.5.2. Within 24 hours of any: • Incident of non-compliance including notices of violation. • Complaint received. • Public or media questions received. • Regulatory inspection. • Verbal notification from regulator that an Area of Concern, Violation, or other notice of regulatory non-compliance may be received in the future. • Receipt of regulatory non-compliance or Areas of Concern or any other action taken by an enforcement agency regarding non-compliance with permit provisions or general applicable regulatory standards (provide OC San a copy of the regulatory document with notification). • Discovery of a regulatory non-compliance for which the Contractor shall be notifying the regulatory agency. • Accidents or health and safety incidents related to solid waste hauling, processing, or marketing/reuse. • Product batches that do not meet specifications. • Regulatory-defined “Special Occurrences” on-site. • Regulatory inspection report received. • Critical equipment breakdowns and corrective and preventive actions. • Significant changes (including temporary and interim changes) to processes, input, outputs, and markets. 7.5.3. Incident reports shall include the information regarding the incident, which regulatory requirements are impacted (if any), regulatory notifications made (if any), the Contractor’s response, root cause analysis, detailed corrective and preventive actions, and pictures when appropriate. The Contractor shall take corrective and preventive actions to address root causes. 7.5.4. The Contractor shall notify OC San of any operational interruptions and/or maintenance shutdowns by Wednesday of the preceding week in order for OC San to properly schedule loads for the week of the shutdown. 7.5.5. In the event of any process interruption after the solid waste is received at the disposal sites, Contractor shall notify OC San as soon as possible, but within 24 hours. OC San will likely discontinue loads until the process is restored. 7.5.6. In response to OC San inspection findings, the Contractor shall provide OC San within five (5) business days a written incident report including root cause analysis and detailed corrective and preventive action plans. The Contractor shall take corrective and preventive actions to address root causes of OC San findings, EXHIBIT A Page 18 of 21 Specification No. S-2024-647BD especially when issues could result in nuisance complaints or compliance concerns. 8. Safety & Hazardous Materials Safety is the top priority at OC San. The Contractor shall attend a CSO meeting prior to the start of work. The CSO is an OC San safety orientation conducted between OC San’s Risk Management Division (safety and health) and the Contractor. Participation in this instruction is mandatory. This orientation does not replace any safety measures described in the Request for Proposals. Consultant shall include in its proposal at least one-hour dedicated to safety onboarding prior to conducting any work. The Contractor and any Subcontractor shall follow all state, federal, and local safety standards. Failure to do so could result in removal and permanent suspension from OC San’s property. In addition, the Contractor shall follow all OC San and management facility safety guidelines established for guests, contractors, and vendors at the time this Agreement is executed. In addition, OC San will have the right to modify the way the training is delivered if it is not able to be done in person due to extraordinary circumstances such as COVID-19, including but not limited to recorded or live virtual training. Please review the latest OC San, Centers for Disease Control and Prevention (CDC), California Department of Public Health (CDPH), and Orange County Health Care Agency (OCHCA) COVID-19 guidelines in order to be informed on the most current safety requirements. OC San reserves the right to stop work at no cost to OC San if there is an imminent safety hazard caused by the Contractor or any of its Subcontractor(s). If work is stopped due to imminent safety hazards caused by the Contractor, no stand-by pay will be paid by OC San. The Contractor and its employees shall comply with OC San’s safety policies, including, but not limited to, wearing protective gear while in the plant industrial areas. Protective gear includes protective footwear comprised of non-skid soles with leather uppers and toe protection, protective eye wear, ear protection, and safety hard hats. OC San safety policies are available from OC San Safety Manager or his designated staff. Lack of safety equipment or failure to use safety equipment may be cause for termination of the contract. Be advised that confined spaces and hazardous atmosphere exist in OC San facilities. The Contractor shall designate an individual to receive hazard awareness training from OC San. This designated individual shall then train the Contractor staff on the hazards that exist at OC San. The Contractor shall comply with OSHA, state, federal and local safety laws. The Contractor shall provide a list of contacts and their duties for OC San staff including emergency contact information. The Contractor shall provide their spill response plan to OC San prior to start of contract period. A meeting with personnel from OC San’s Risk Management/Safety/Security Division will be required before work can begin on this contract. OC San Safety & Health Supervisor can be contacted through OC San Human Resources Department. 8.1. Job Hazard Analysis The Contractor shall develop and maintain a Site-Specific Safety Program for the worksite, in accordance with OC San Construction Safety Standards. The Plan shall EXHIBIT A Page 19 of 21 Specification No. S-2024-647BD include a description of the work to be performed, highlighting the hazard analysis for each general site condition(s) and specific work task(s), as follows: • Identification of the Contractor’s management, supervision, competent, and qualified persons. • Identification of precautions to be implemented. • Decision logic for the utilization of personal protective equipment. • Site access control, including security measures. • Emergency response plan. • Incident reporting methodology. • Safety Data Sheet inventory list; all Cal/OSHA recognized carcinogens or reproductive hazardous materials shall be denoted and highlighted on the inventory list. • Training and certification documentation. • Communication methodology. • The Drug Free Workplace program if not included in the Injury and Illness Prevention Program. • Measures to mitigate public exposure to hazards as applicable. • The Contractor shall submit its Site-Specific Safety Program to OC San for review no later than 15 days after the effective date of the Notice to Proceed and prior to commencing work. 8.2. Contractor shall be aware of the use of bleach, hydrogen peroxide, ferric chloride, acid and caustic soda and the potential presence of hazardous gases in and around the plants. 8.3. There are various alarm systems installed to alert employees of possible hazardous conditions. The Contractor shall instruct its employees of these dangers and that they shall evacuate the area, including tunnels, immediately should an emergency situation occur. 8.4. Contractor is advised that digesters are classified as Class 1, Division 1, Hazardous Areas both inside and to a distance of five (5) feet beyond all the exterior walls and roof, and to a distance of 10 feet beyond all existing gas handling equipment. 8.5. Contractor shall take all necessary safety precautions required to meet all safety requirements for work in areas as designated above, at no additional cost to OC San. 8.6. Contractor is cautioned that the tunnels with digester gas piping are Class 1, Division 2 areas. 8.7. All Contractor employees shall wear hard hats, safety vests, safety toed shoes, safety glasses, and appropriate protective equipment while on OC San plant sites. 8.8. Contractor shall carry and use a 4-gas monitor at all times when on the plant site. The 4-gas monitor shall detect carbon monoxide, oxygen, hydrogen sulfide, and lower explosive limits. 8.9. Contractor is responsible for every aspect of health and safety on the worksite, including the health and safety of Subcontractors, suppliers, and other persons on the worksite. 8.10. Contractor shall notify OC San Project Manager of near misses or injuries within 24 hours. Contractor shall transmit to the OC San Project Manager written investigations of accidents and injuries encountered during work within five (5) business days. 9. Contract Management Invoices: The Contractor shall generate a separate invoice for each plant after the end of each month for each of the previous month’s loads hauled from OC San as back-up for the electronic EXHIBIT A Page 20 of 21 Specification No. S-2024-647BD invoice. Monthly billing invoices shall match tonnages contained in OC San’s records, unless an alternative method is approved by OC San. The invoices shall be emailed to the OC San Project Manager, key personnel, and OC San Accounts Payable (APStaff@ocsan.gov). The invoice shall include the following documentation: • Date • Trailer identification number • OC San weight ticket number • Net wet tons contained in each trailer • Total daily tons hauled to the facility(ies) from OC San • Total monthly tons hauled to the facility(ies) from OC San • Total number of loads hauled to the facility(ies) from OC San OC San reserves the right to withhold payment if incomplete or incorrect information is provided with invoices or monthly reports. 10. Staff Assistance The Contractor shall be assigned a single point of contact on this project. Any meetings and/or correspondence related to this project shall be scheduled and approved by the Project Manager. 11. Safety and Health Requirements The Contractor and any Subcontractors shall comply with all applicable provisions of the OC San CSO, Federal OSHA, California OSHA, and Local regulations, whichever is most stringent. 11.1. Injury and Illness Prevention Program The Contractor shall submit a copy of their written Injury and Illness Prevention Program (IIPP). The IIPP must address responsibility, compliance, communication, hazard assessment, incident investigation, hazard correction, and training as required by Title 8, California Code of Regulations, Section 3203. 11.2. Contractor Safety Orientation The Contractor shall attend a CSO meeting prior to the start of work. The CSO is a Sanitation District safety orientation conducted between the Risk Management Division (safety and health) and the Contractor. The CSO is conducted once per year or as job conditions or SOW changes. The Contractor shall participate in these meetings by providing work plans and other requested safety deliverables described below. The Contractor shall sign the Job Safety Analysis (JSA) documentation. 11.3. Job Safety Analysis The Contractor shall prepare JSA for work tasks completed by the 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. EXHIBIT A Page 21 of 21 Specification No. S-2024-647BD 11.4. Personal Protective Equipment Contractor shall wear Level D personal protective equipment (PPE), which includes hard-toe work boots, safety glasses, hard hats, high-visibility safety vests, long pants, sleeved shirts, gloves, and hearing protection (as needed). All work performed in the wastewater treatment plant requires a calibrated 4-gas monitor (CO, H2S, LEL, O2). However, this is not required as long as drivers stay in cab while in truck loading bays and tarping shall only be performed outside the truck loading bays. ADMINISTRATION COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4196 Agenda Date:3/26/2025 Agenda Item No:13. FROM:Robert Thompson, General Manager Originator: Lorenzo Tyner, Assistant General Manager SUBJECT: FLEET VEHICLE REPLACEMENT PURCHASES GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Delegate to the General Manager and Purchasing Manager the authority to purchase new and replacement vehicles during the fiscal year,not to exceed the previously Board-approved amount of $859,827,utilizing the method of procurement determined by the General Manager to be in the best interest of OC San, to include cooperative contract, competitive solicitation, or sole source purchase. BACKGROUND Orange County Sanitation District (OC San)maintains a fleet of vehicles necessary to meet business needs.The fleet comprises 10 heavy-duty equipment trucks,one bus,28 medium-duty trucks,77 light-duty trucks, 20 sedans, 15 SUVs, and 19 vans, totaling 170 vehicles. OC San’s Fleet Services Division replaces vehicles as part of a fleet right-sizing and modernization strategy.The replacement is based on the current vehicle’s ability to meet the assigned departmental needs,vehicle age,maintenance cost,condition,and mileage.All new and replacement proposed vehicles were identified as required for business needs during the fiscal year 2024-25 budget preparation process. The new and replacement vehicles are proposed annually during budget preparation.The Board subsequently approves vehicle procurements under the capital equipment section of the budget in June of each year.OC San enters into a purchase order agreement with entities that work directly with vehicle manufacturers to capitalize on the most cost-effective means to purchase the vehicles. OC San benefits from eliminating unnecessary options in the retail market through dealer shopping and ensures adherence to internal vehicle specifications. All vehicle purchases are evaluated for “Green”(electric,hybrid,CNG)technology applications to ensure adherence to the appropriate regulations. Orange County Sanitation District Printed on 3/18/2025Page 1 of 3 powered by Legistar™ File #:2025-4196 Agenda Date:3/26/2025 Agenda Item No:13. RELEVANT STANDARDS ·Participate in local, state, and national cooperative purchasing programs ·Ensure the public's money is wisely spent ·Maintain a proactive asset management program PROBLEM OC San Fleet Services obtained Board approval in September 2024 to purchase replacement vehicles solely through cooperative contracts.Attempts to purchase vehicles through this sole method has resulted in the inability to obtain vehicles. PROPOSED SOLUTION Authorize the General Manager and Purchasing Manager more flexibility to utilize the method of procurement determined to be in the best interest of OC San,to include cooperative contracts, competitive solicitation,or sole source purchase.This will allow staff to obtain vehicles in markets where inventory is readily available. TIMING CONCERNS Due to supply chain variability,vehicle manufacturers have been prematurely closing ordering windows due to part shortages and demand which is exceeding supply.Manufacturer order periods for the coming model year are late to open and expected to remain open for 45-90 days instead of six months.OC San’s internal process requires additional committee and board action time, jeopardizing the ability to replace vehicles with external deadlines beyond OC San’s control. RAMIFICATIONS OF NOT TAKING ACTION The vehicles selected for replacement are costly,unreliable,and lack modern safety features currently required for fleet vehicles.Unscheduled maintenance costs are increasing,and vehicle reliability will compromise the mobility needs of staff. PRIOR COMMITTEE/BOARD ACTIONS September 2024 -Approved the purchase of new and replacement vehicles for Orange County Sanitation District’s fleet as initially approved in the adopted Fiscal Year 2024-25 Budget in the amount of $859,827;and delegated to the General Manager and Purchasing Manager the authority to purchase new and replacement vehicles through cooperative contracts during the fiscal year in the not to exceed amount listed above, during the fiscal year. ADDITIONAL INFORMATION OC San proceeded to purchase Board-approved replacement vehicles in fiscal year 2023-24 and successfully secured vehicles in short supply due to the agility to execute this process.This allowed staff to meet manufacturer deadlines when they prematurely closed and sustained the fleet's reliability. The requested vehicle type composition is shown in the table below: Orange County Sanitation District Printed on 3/18/2025Page 2 of 3 powered by Legistar™ File #:2025-4196 Agenda Date:3/26/2025 Agenda Item No:13. Purchase Type Vehicle Type Quantity Total Cost Replacement PHEV SUV(s)8 $414,827 New PHEV SUV(s)1 $45,000 New Service Body Truck(s)4 $260,000 New Light Duty Pickup Truck 1 $50,000 New Cargo Van(s)2 $90,000 CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 8,Page 92,Proposed Capital Equipment Budget Detail) 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 Orange County Sanitation District Printed on 3/18/2025Page 3 of 3 powered by Legistar™ ADMINISTRATION COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4197 Agenda Date:3/26/2025 Agenda Item No:14. FROM:Robert Thompson, General Manager Originator: Lan C. Wiborg, Director of Environmental Services SUBJECT: CASA STATEWIDE POOLED EMISSIONS STUDY GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: A. Approve the Memorandum of Agreement (MOA) between Orange County Sanitation District and California Association of Sanitation Agencies for CY 2025-2029 to complete the Statewide Wastewater Air Toxics Pooled Emissions Study (Study); and B. Approve funding for a total amount not to exceed $800,000. BACKGROUND As a Title V facility,Orange County Sanitation District (OC San)is subject to stringent reporting requirements for both criteria air pollutants and toxic air emissions.The California State Air Toxics "Hot Spots"Information and Assessment Act of 1987 (AB 2588)established a regulatory framework to track and assess emissions of over 400 toxic air contaminants across various facilities.In response,a Pooled Emissions Estimation Program study was developed by 25 wastewater agencies, including OC San,to identify and quantify air toxic emissions associated with wastewater treatment processes.The success of this study led SCAQMD to approve a shortlist of 20 toxic substances, which continues to serve as the basis for permitting assessments and compliance with AB 2588 reporting requirements. In 2022,CARB updated the Emission Inventory Criteria and Guidelines (EICG)and the Reporting of Criteria Air Pollutants and Toxic Air Contaminants Regulations,expanding the scope of reportable air toxics to over 1,700 substances.To comply with these new requirements,wastewater agencies, including OC San, must complete a two-step emissions evaluation process by 2028: ·Step 1: Conduct an emissions scan across various wastewater treatment processes to identify detectable air toxic compounds; and ·Step 2: Quantify the detectable air toxic compounds identified in Step 1. To enhance compliance across 114 wastewater agencies,CASA is coordinating a statewide Pooled Emissions Study (Study).This approach aims to eliminate the need for individual emission assessments at each wastewater treatment facility,thereby reducing potential inconsistencies within Orange County Sanitation District Printed on 3/18/2025Page 1 of 3 powered by Legistar™ File #:2025-4197 Agenda Date:3/26/2025 Agenda Item No:14. assessments at each wastewater treatment facility,thereby reducing potential inconsistencies within the sector and financial burden to individual POTW. RELEVANT STANDARDS ·Ensure the public’s money is wisely spent ·Comply with environmental permit requirements ·Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities PROBLEM Wastewater agencies are required to conduct a two-step process (on their own or as a group)to determine which of the 1,700+air toxics referenced in the latest EICG need to be monitored and reported beginning in 2028.If OC San decides to independently perform the two-step process,OC San will be responsible for test plan development,source testing negotiations,project management, contractor procurement,and sampling and laboratory analyses of all 1700+air toxics across the various treatment processes which is cost and resource prohibitive.In addition,independent efforts pose challenges for the wastewater community due to the variability across source testing service providers and laboratories,which would make it difficult to determine a consistent emission factor for each air toxic. PROPOSED SOLUTION Approve the MOA and funding with CASA for OC San to participate in the Study. TIMING CONCERNS An approved MOA is needed to authorize participation in the Study.CASA has commenced preliminary activities focusing on the recruitment of a project manager and source test protocol development. RAMIFICATIONS OF NOT TAKING ACTION If the MOA is not approved,OC San would have to independently perform the two-step process for the 1700+air toxics identified by CARB.That approach poses significant challenges with limited resource allocations and increased costs for OC San.Should OC San complete the two-step emissions evaluation process independent of the CASA Study project costs are estimated to exceed $3M.Under this scenario OC San will be responsible for test plan development,source testing negotiations,project management,contractor procurement,and sampling and laboratory analyses of all air toxics across the various treatment process. PRIOR COMMITTEE/BOARD ACTIONS N/A Orange County Sanitation District Printed on 3/18/2025Page 2 of 3 powered by Legistar™ File #:2025-4197 Agenda Date:3/26/2025 Agenda Item No:14. ADDITIONAL INFORMATION CASA anticipates the total budget of the Study to be roughly $10,000,000 to be shared by 114 wastewater agencies in California.Preliminary wastewater agency contributions are calculated based on $3,700 per MGD of average annual daily flows from CY 2019-2021.As one of the largest wastewater agencies in California, OC San’s contribution is projected not to exceed $800,000. The proposed statewide approach offers numerous benefits, including: ·Estimated cost savings to OC San of over $2.2M through representative testing at select wastewater agencies (plus management and overhead); ·Streamlined project execution producing a sound technical approach and consistency across California; ·Coordinated statewide action between wastewater sector and regulators to successfully complete the Study; and ·Production of a single set of emissions factors for a shortlist of air toxics that the wastewater sector can use for reporting beginning in 2028. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the OC San Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 6,Page 64,Research &Monitoring)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: ·Memorandum of Agreement Orange County Sanitation District Printed on 3/18/2025Page 3 of 3 powered by Legistar™ MEMORANDUM OF AGREEMENT BETWEEN ORANGE COUNTY SANITATION DISTRICT AND THE CALIFORNIA ASSOCIATION OF SANITATION AGENCIES This Memorandum of Agreement (MOA), made and entered into by and between the Orange County Sanitation District and the California Association of Sanitation Agencies (CASA), is set forth as follows: RECITALS WHEREAS, CASA is organized under California Nonprofit Mutual Benefit corporation laws, with over 60 years working to advance wastewater interests, including the recycling of wastewater into usable water, generation of renewable energy, biosolids, and other valuable resources; and WHEREAS, Orange County Sanitation District is a municipal corporation; and WHEREAS, reporting requirements for air toxics emitted from permitted stationary sources in California (including WWTPs) have expanded since CARB’s latest amendments to the Emissions Inventory Criteria and Guidelines (EICG) and the Reporting of Criteria Air Pollutants and Toxic Air Contaminants Regulations (CTR) became effective January 1, 2022; and WHEREAS, WWTPs can report business-as-usual through 2027 but are required to conduct a two-step process (on their own or as a group) to determine which of the air toxics referenced in the latest CTR and EICG need to be monitored and reported beginning in 2028; and WHEREAS, for the past few years, CASA has been working with a variety of agencies, regional associations, and the Air Quality, Climate Change, and Energy (ACE) Air Toxics Subgroup to develop an appropriate approach to initiating this two-step process on behalf of the wastewater community; and WHEREAS, through CASA and the regional associations’ leadership, the wastewater sector is uniquely positioned to help lead the execution of a statewide two-step process in the form of a Pooled Emissions Study (Study), and conducting the Study as a statewide group offers numerous benefits to the sector; and WHEREAS, CASA is currently serving as the fiscal agent and project lead for this multi-year Study being conducted on behalf of a group of CASA, Bay Area Clean Water Agencies (BACWA), Clean Water SoCal, and Central Valley Clean Water Association (CVCWA) members; and WHEREAS, the purpose of this MOA is for Orange County Sanitation District to provide, along with the other participating member agencies, funding to conduct the Study; and WHEREAS, CASA has developed a preliminary budget estimate for the Study based on a previous effort of similar structure where each participating entity’s contribution is based on its average annual daily flow (for 2019-2021 flows) to share the total cost of the pooled emissions study by more than 145 WWTPs across the state; and WHEREAS, this MOA is being used by Orange County Sanitation District to secure services which are deemed to be vital to ensuring that the two-step process prescribed by CARB is reasonable and representative; and WHEREAS, the work being conducted in support of the Study is a unique and technical service for a temporary duration, for which the use of competitive bidding for such services is not practical or advantageous, nor reasonably practicable or compatible with Orange County Sanitation District’s interests. Thus, this Agreement is exempt from competitive bidding and competitive proposal; and WHEREAS, numerous other CASA, BACWA, CVCWA, and Clean Water SoCal member agencies have agreed to contribute to the cost of the Study; and NOW, THEREFORE, in consideration of the covenants and conditions contained herein and the performance thereof, the parties hereto mutually agree as follows: Section 1. RESPONSIBILITIES OF CASA On behalf of its participating member agencies, CASA will coordinate and manage the tasks and subtasks for the Study, which includes Phase 1 (2024-2025), working with the selected project manager and Source Test Specialists to develop (and gain approval from CARB and air districts for) the overarching Source Test Protocol necessary to perform the two-step process; and Phase 2 (2025-2027), working to coordinate completion of the two-step process with the selected Source Test Specialist(s) in close collaboration with CARB, air districts, the Steering Committee and participating WWTPs. Section 2. RESPONSIBILITIES OF PARTICIPANT Orange County Sanitation District will contribute toward the cost of the Pooled Emissions Study at an overall amount of $689,310. Section 3. LIABILITY Neither Party shall incur any liability for participating in or arising out of this MOA. Each Party shall bear their own defense, investigation, funding, and legal representation in the result of any claim being instituted in contract, tort, or any other theory of liability. Section 4. TERM This MOA shall expire three years from the date of execution unless terminated as provided under Section 8 or extended by a duly approved amendment to this MOA and signed by both parties. Section 5. TERMINATION Either party shall have the right to terminate this MOA, in whole or in part, by giving the other party thirty (30) days' written notice thereof. Section 6. INVOICING AND PAYMENT CASA shall submit to Orange County Sanitation District invoices based on the amount per MGD of average annual daily flow and for the relevant fiscal years. Invoices shall be addressed to: 18480 Bandilier Circle, Fountain Valley, CA 92708 Orange County Sanitation District shall make a good faith effort to pay CASA all amounts approved for payment within thirty (30) calendar days after receipt of the invoice. Section 7. CONTACT PERSONS - PROPER ADDRESSES - NOTIFICATION All notices shall be made in writing and may be given by personal delivery, regular mail, or electronic mail. Notices sent by regular mail should be registered or certified and sent to the designated contact person for each party and addressed as follows: To Orange County Sanitation District: Randa J. AbuShaban 18480 Bandilier Circle Fountain Valley, CA 92708 To California Association of Sanitation Agencies: Shacara Gamboa / Adam Link California Association of Sanitation Agencies 925 L St., Suite 200 Sacramento, CA 95814 Office: 916-446-0388 Section 8. ENTIRE AGREEMENT This MOA contains all of the agreements, representations, and understandings of the parties hereto and supersedes and/or incorporates any previous understandings, proposals, commitments, or agreements, whether oral or written, and may be modified or amended only as herein provided. Section 9. AMENDMENTS, CHANGES, OR MODIFICATIONS Amendments, changes, or modifications in the terms of this MOA may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties thereto. Section 10. SEVERABILITY Should any portion of this MOA be determined to be void or unenforceable, such shall be severed from the whole and the MOA will continue as modified. Section 11. DISPUTES Should a dispute or controversy arise concerning provisions of this MOA or the performance of work hereunder, the parties may elect to submit such to a court of competent jurisdiction. Section 12. WAIVER A waiver of a default of any part, term, or provision of this MOA shall not be construed as a waiver of any succeeding default or as a waiver of the part, term, or provision itself. A party's performance after the other party's default shall not be construed as a waiver of that default. Section 13. BREACH Except for Force Majeure, if any party fails to perform, in whole or in part, any promise, covenant, or agreement set forth herein, or should any representation made by it be untrue, any aggrieved party may avail itself of all rights and remedies, at law or equity, in the courts of law. Said rights and remedies are cumulative of those provided for herein except that in no event shall any party recover more than once, suffer a penalty or forfeiture, or be unjustly compensated. IN WITNESS WHEREOF, the parties hereto have executed this MOA on the day and year written below. By: ____________________ Ryan P. Gallagher Title: Board Chairman Date: ___________________ Orange County Sanitation District By: ______________ Adam D. Link Title: Executive Director Date: _________________ California Association of Sanitation Agencies ADMINISTRATION COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4198 Agenda Date:3/26/2025 Agenda Item No:15. FROM:Robert Thompson, General Manager Originator: Jennifer Cabral, Director of Communications SUBJECT: LEGISLATIVE AFFAIRS UPDATE FOR THE MONTH OF FEBRUARY 2025 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Receive and file the Legislative Affairs Update for the month of February 2025. BACKGROUND The Orange County Sanitation District’s (OC San)legislative affairs program includes advocating for OC San’s legislative interests;sponsoring legislation (where appropriate);and seeking local,state, and federal funding for projects and programs. RELEVANT STANDARDS ·Maintain influential legislative advocacy and a public outreach program ·Build brand, trust, and support with policy makers and community leaders ·Maintain collaborative and cooperative relationships with regulators,stakeholders,and neighboring communities PROBLEM Without a strong advocacy program,elected officials may not be aware of OC San’s mission, programs, and projects and how they could be impacted by proposed legislation. PROPOSED SOLUTION Continue to work with local,state,and federal officials to advocate for OC San’s legislative interests. Help to create and monitor legislation and grants that would benefit OC San,the wastewater industry, and the community.To assist in relationship building efforts,OC San will continue to reach out to elected officials through facility tours,one-on-one meetings,and trips to Washington D.C.and Sacramento. Orange County Sanitation District Printed on 3/18/2025Page 1 of 2 powered by Legistar™ File #:2025-4198 Agenda Date:3/26/2025 Agenda Item No:15. RAMIFICATIONS OF NOT TAKING ACTION If OC San does not work with Local,State,and Federal elected officials,legislation could be passed that negatively affects OC San and the wastewater industry.Additionally,a lack of engagement may result in missed funding opportunities. ADDITIONAL INFORMATION On a quarterly basis,legislative updates are provided to the committee by our local,state,and federal advocates.This month,we will receive a federal report,followed by the local report next month. Bid Advertising Reform Bill Proposal: Background: Currently,Sanitation Districts are required to advertise construction bids in print newspapers.This can cost several hundred thousand dollars annually in advertising fees for local and regional newspapers, without evidence showing an increase in bidders. OC San ran a bill in 2018,AB 2003 (Daly),to try to expand the allowable public notification methods for construction bids.AB 2003 died in the Assembly Local Government Committee.The legislative climate around the issue has potentially changed since 2018. OC San was looking to run a bill this legislative session.However,no author has been secured for the proposed bill due to the current legislative climate and allotted budgetary funds. Looking Forward: OC San staff and lobbyist will continue to do research and information gathering.Based on the legislative climate and potential interests, we will look at the opportunity of running this bill next year. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Federal Legislative Update ·Federal Matrix ·State Legislative Update ·State Matrix ·Local Legislative Update ·Presentation Orange County Sanitation District Printed on 3/18/2025Page 2 of 2 powered by Legistar™ TO: Rebecca Long FROM: Eric Sapirstein DATE: February 18, 2025 SUBJECT: Washington Update Over the past month, Congress and the Administration continued to advance the process of budget reconciliation and completion of the fiscal year 2025 spending bills. Both efforts advanced in a limited manner as the narrow majorities in the House and Senate have been complicated by differences within each party on spending levels and budget baselines. At the same time, President Trump saw almost all of his cabinet appointments confirmed by the Senate with the outstanding nominees expected to receive Senate approval within the next few weeks. For OC San, all key nominees with responsibilities over water quality issues have been approved and sworn into office including U.S. Environmental Protection Agency Administrator Lee Zeldin. House and Senate Budget Committees Approve Budget Resolutions The House and Senate Budget Committees took the first steps toward a final budget reconciliation bill later this summer when a budget blueprint was approved by both committees. The House approved a single budget resolution that would address immigration, defense, border, tax cuts and overall program spending reductions over the next five years. As passed out of committee, $1.5 trillion in spending cuts would be required to help offset the $4.5 trillion in tax cuts and increased spending in defense and other priorities. The Senate decided to approve a two -track budget resolution. The first would address immigration, energy, and defense spending. Following action on this effort, a second resolution would be acted upon to deliver tax cuts, extending the expiring tax provisions. The key challenge to the development of a resolution is dissension in the House within the Republican conference over the level of spending reductions with House Freedom Caucus members seeking more reductions that has generated concerns from moderate members. At the same time, Democrats appear unified in opposing the pending budget resolution. With a two to three vote margin of majority, the prospect of when House floor debate might be scheduled to pass the resolution is unclear. Should the House be unable to pass its version, the prospect exists that the Senate resolution will become the vehicle to set the stage for development of the reconciliation bill later this summer. Regardless of the outcome in the House and Senate, passage of a final reconciliation measure is expected as early as late spring. Potential of Government Shutdown Grows as House and Senate FY 2025 Budget Discussions Stall Congress must reach a final spending agreement for FY 2025 by March 14, 2025 or a shutdown will be triggered. As of this writing, House and Senate spending committees’ leaders have been unable to reach an agreement on overall spending that dictates funding levels for the twelve annual spending bills that fund federal agencies. Absent of this agreement it is close to impossible to finalize a spending bill. Therefore, if this impasse persists, another short term stopgap spending bill must be enacted, or a final Continuing Resolution could be passed and enacted to fund the federal government through September 30, 2025. Should this latter outcome take place, programs would be funded without increases and community projects would not be funded. NPDES Permitting Reforms During a recent House Committee on Transportation & Infrastructure hearing into Clean Water Act permitting reform needs to expedite project constructions while minimizing bureaucratic delays, Representative John Garamendi (D-CA) announced that he would reintroduce his bipartisan bill to allow states to issue NPDES permits to clean water agencies for ten years. Under current law, permits are issued for five years. Garamendi cited the need for a ten year permits given the complexities of constructing today’s clean treatment systems that often extend beyond five years. Importance of Ten Year Permits Legislation Last Congress, the House passed, without objection, the Garamendi ten year permit provision. The bill was not considered in the Senate, dying at the end of session. However, with the new Congress and Administration, the prospect for overall permitting reforms in both chambers have grown more positive and could signal passage of ten year NPDES permit terms that would likely be signed into law. Draft Risk Assessment for PFOS and PFAS Pending The U.S. Environmental Protection Agency (USEPA) published its Draft Sewage Sludge Risk Assessment for Perfluorooctanoic Acid (PFOA) and Perfluorooctane Sulfonic Acid (PFOS). The draft risk assessment will be open for public comment for 60-days. Comments must be submitted to the Agency on or before March 17, 2025. Given the questionable assumptions that USEPA relied upon to establish a 4 PPT thresholds for Per- and polyfluoroalkyl substances (PFAS) in biosolids and the voluminous data published, formal requests from numerous stakeholders to extend the comment period by an additional sixty days have been submitted. Importance of Public Comment Period Extension Requests An extended public comment period is vital to ensure that the new USEPA leadership has the benefit to review the draft model that was published less than a week before the Trump Administration came into office. The extended time to provide public comments will allow stakeholders to develop informed feedback on the model’s assumptions and benefits that USEPA could use to revise the model, if appropriate. Last, it is important to note that if USEPA does not extend the deadline, it is highly unlikely that any final risk assessment model would be published until 2026 at the earliest. Senate Approves USEPA Administrator Nominee and Assistant Administrator, Office of Water Nominated The Senate overwhelming voted approval of the nomination of Lee Zeldin to be the Administrator of USEPA. Zeldin was swiftly sworn into office and has begun the process of assembling his new policy team. To this end, the White House formally nominated Jessica Kramer to be the next Assistant Administrator for the Office of Water that oversees the implementation of the Clean Water and Safe Drinking Water Acts, including water infrastructure assistance programs. Kramer served most recently as a Deputy Director for the Florida Department of Environmental Protection. Prior to this role, she served as an Attorney Advisor for then Assistant Administrator for Water Dave Ross. Kramer was a counsel on the Senate Committee on Environment and Public Works for then Ranking Member Shelley Moore Capito (R-WV) who is now the committee’s chair. The committee will review Kramer’s nomination and is expected to vote to confirm her nomination. Importance of Kramer Nomination Kramer’s nomination is important because her professional work has focused on key issues of concern to OC San. This includes PFAS biosolids regulation and PFAS Superfund liability created by the Biden Administration’s decision to designate PFAS as a hazardous substance under Superfund. While any decisions on how existing rules and guidance might be impacted (including support for Superfund liability protection to the water sector), the Kramer nomination and her likely confirmation means that the agency will have a seasoned official managing the Office of Water that understands the interests of clean water agencies like OC San. Former OC San Board Chair Nomination to Department of Homeland Security Proceeds in Senate Troy Edgar, former Board Chair and Board Member of OC San, was formally nominated by President Trump several weeks ago to become the Deputy Secretary to the Department of Homeland Security. Edgar’s nomination will be heard by the Senate Committee on Homeland Security on Thursday, February 20. If the committee approves the nomination and Edgar receives Senate confirmation, he will become the second in command for the sprawling Homeland Security Department effectively serving as the day-to-day manager of the Department. Importance of Nomination If confirmed, Edgar will have responsibility over disaster assistance, cybersecurity and other policy matters of interest to OC San. His intimate understanding of the challenges that clean water agencies face in protecting their Information Technology and Operational Technologies could help in the development of potential rulemakings that clean water agencies could face as cybersecurity needs increase. 1 of 2 OC SAN Federal Policy Report - Feb 17, 2025 Bills by Status 444 Bills by Status Introduced Considering Passed Failed Inactive Other 0 1 2 3 4 5 Highcharts.com OCSAN Bills 4 Bills US HR 1285 Title: To amend the Water Infrastructure Finance and Innovation Act of 2014 to establish payment and performance security requirements for projects, and for other purposes. Current Status: In House Introduction Date: 2025-02-13 Last Action Date: Introduced in House. 2025-02-13 Summary: H.R. 1285 would amend the Water Infrastructure Finance and Innovation Act of 2014. The key points: Payment and Performance Security Requirements: The bill establishes new requirements for payment and performance security for projects funded under the act. Project Funding: Ensure that projects financed through the Water Infrastructure Finance and Innovation Act have adequate financial safeguards. 2 of 2 Location: United States US HR 1265 Title: To amend the Save Our Seas 2.0 Act to expand eligibility for certain wastewater infrastructure grants, and for other purposes. Current Status: In House Introduction Date: 2025-02-12 Last Action Date: Introduced in House. 2025-02-12 Summary: H.R. 1265 aims to expand eligibility for certain wastewater infrastructure grants under the Save Our Seas 2.0 Act12. This expansion would allow communities and projects to qualify for federal funding, which can be used to improve and modernize wastewater treatment facilities. By increasing access to these grants, the bill seeks to enhance the capacity of wastewater management systems to handle pollutants, reduce environmental impacts, and support public health. This could lead to more efficient and effective wastewater treatment processes, ultimately contributing to cleaner waterways and a healthier environment. Location: United States US S 508 Title: A bill to amend the Federal Water Pollution Control Act relating to grants for beach monitoring, and for other purposes. Current Status: In Senate Introduction Date: 2025-02-11 Last Action Date: Introduced in Senate. 2025-02-11 Location: United States US HR 403 Title: Preventing Our Next Natural Disaster Act Current Status: In House Introduction Date: 2025-01-14 Last Action Date: Referred to the Subcommittee on Economic Development, Public Buildings, and Emergency Management.. 2025-01-15 Location: United States 1 M E M O R A N D U M To: From: Date: Subject: Orange County Sanitation District Townsend Public Affairs February 18, 2025 Legislative Monthly Report STATE UPDATES The Legislature reconvened in January for the 2025-2026 Legislative Session, commencing with the release of Governor Newsom’s proposed FY 2025-26 State Budget. Legislators also began introducing new bills and resumed the Special Session declared by Governor Newsom in November 2024, aimed at allocating funding for potential federal litigation against the Trump Administration. In response to the devastating wildfires impacting Southern California communities, the Special Session was expanded to include measures related to a Los Angeles County wildfire recovery package. Below is an overview of pertinent state actions in the last month. Senate Budget and Fiscal Review Committee Informational Hearing In the last week of January, the Senate Budget and Fiscal Review Committee held an informational hearing containing an overview of Governor Newsom’s proposed 2025–26 State Budget. The Legislative Analyst's Office (LAO) presented an overview of the Governor's budget, highlighting key proposals and fiscal projections for the upcoming fiscal year. Overall, the LAO stated that while the Governor’s proposed FY2025–26 budget appears balanced, ongoing structural deficits pose significant long-term challenges, and the LAO reiterated the importance of prudent fiscal management to mitigate projected structural deficits in the coming years. The LAO recommended that policymakers take a cautious approach to new spending initiatives and consider additional strategies to strengthen the State’s fiscal position. Some recommendations include identifying further opportunities for cost containment, reassessing revenue policies, or implementing structural reforms to reduce long-term expenditure growth. The report suggests that careful fiscal management in the coming years will be essential to maintaining budget stability and avoiding deeper cuts in the future. Overall, the questions and comments from Committee Members focused on ensuring fiscal responsibility while balancing the need for continued investments in education, housing, climate action, and social services. Numerous legislators expressed concerns over proposed funding shifts, the sustainability of certain programs, and the potential long-term consequences of the budgetary decisions. 2 Looking forward, Budget Subcommittees in both chambers will begin detailed reviews of specific budget areas, and will begin to hold hearings where legislators, experts, and the public can provide testimony on funding priorities and potential revisions. Primarily due to the Los Angeles Wildfires and the subsequent income tax delays from Los Angeles County, the State Budget is not expected to have significant surpluses, which may have an impact on priority pots of funding for OC San. Ralph M. Brown Act Modernization Legislation Update In March 2020, Governor Gavin Newsom issued an Executive Order to provide flexibility under public meeting requirements to local governments in response to the COVID-19 pandemic. The Executive Order temporarily suspended specific provisions of the Ralph M. Brown Act (Brown Act), enabling public agencies to hold meetings via teleconference without the traditional in- person attendance requirements. Public agencies were still required to provide a method for public participation, ensuring the continuity of governmental operations while prioritizing public health and safety during the crisis. The temporary suspension under the Governor’s Executive Order expired on September 30, 2021. Since then, legislators have introduced various measures to modernize and expand provisions in the Brown Act. In late-January, two Brown Act modernization measures were introduced in the Assembly and Senate. AB 259 introduced by Assembly Member Blanca Rubio makes permanent certain provisions added to the Ralph M. Brown Act by Assembly Bill 2449 (Rubio, 2022). AB 2449 (Rubio, 2022) provides local agencies the option to invoke alternative Brown Act meeting procedures in the event of a board member’s absence in connection with a “just cause” or “emergency circumstance.” SB 239 introduced by Senator Jesse Arreguín expands existing teleconferencing provisions under the Ralph M. Brown Act by allowing certain subsidiary bodies of local agencies to use alternative teleconferencing procedures while maintaining public access and transparency. This measure imposes specific requirements for agenda posting, public participation, and on-camera visibility during meetings. Subsidiary bodies overseeing police oversight, elections, or budgets are exempt from teleconferencing provisions. SB 239 (Arreguín) is a reintroduction of AB 817 (Pacheco, 2023), which failed passage in the 2023-24 Legislative Session. SB 239 (Arreguín) currently contains amendments which were recommended by the Senate Local Government Committee for AB 817 (Pacheco, 2023), which were not incorporated into AB 817. Currently, AB 259 (Rubio) and SB 239 (Arreguín) are pending committee assignment. Both of these bills would impact OC San and its member agencies and could potentially provide additional flexibility for remote participation. CARB’s 2025 Priorities: Advanced Clean Fleets (ACF) Regulations and Local Government Compliance As local agencies across California continue working toward a cleaner transportation future, the California Air Resources Board (CARB) has reaffirmed its commitment to enforcing Advanced Clean Fleets (ACF) regulations on state and local fleets. Despite recent shifts at the federal level— including CARB’s withdrawal of several Clean Air Act waiver requests—the requirements for public sector fleets remain in place. Local governments, including OC San, therefore must continue their compliance efforts as CARB moves forward with its broader climate agenda. 3 ACF Regulations: What Public Agencies Need to Know The ACF regulations are a key component of California’s strategy to transition medium- and heavy-duty vehicle fleets to zero-emission alternatives. These regulations mandate a phased transition, requiring local governments to begin replacing aging fleet vehicles with zero-emission alternatives. The timeline for compliance is already underway: • January 1, 2024 – State and local agencies must begin replacing fleet vehicles with zero- emission alternatives. • In the years 2025-2035 – Compliance benchmarks will increase incrementally, leading up to a full transition by 2045. Although CARB withdrew three pending United States Environmental Protection Agency (EPA) waivers—affecting ACF requirements for private and federal fleets, in-use locomotive standards, and commercial harbor craft regulations—the agency has been clear that the ACF rules still apply to public sector fleets. Local agencies like OC San should not assume exemptions or delays in enforcement. Potential State Mandate Reimbursement One major development stemming from CARB’s waiver withdrawal is the potential reclassification of ACF regulations as reimbursable state mandates. Previously, CARB maintained that ACF was not a state mandate because it applied to both public and private fleets. However, with private sector enforcement now uncertain, local governments may be able to file a test claim with the Commission on State Mandates to seek reimbursement for the costs incurred in complying with the regulations. This process is complex and often takes years to yield funding, but it could provide a pathway to partial financial relief for local agencies burdened by the transition. Next Steps for Local Agencies Local governments should remain proactive in ensuring compliance with the ACF regulations while also exploring potential cost recovery options. Key actions include: • Continuing Compliance Efforts: The regulations remain in effect—public agencies should stay on track with their fleet transition plans and compliance. • Staying Engaged with CARB’s Broader Priorities: In addition to ACF, CARB’s 2025 agenda includes updating SB 375 vehicle miles traveled targets, landfill methane regulations, carbon capture rules, and corporate climate risk reporting. Local agencies should track these developments to ensure they remain informed about new regulatory requirements that could impact their operations. Resources • CARB’s Jan. 23rd meeting recording (Steve Cliff’s presentation at 1:32:00): CAL-SPAN • State-Mandated Cost Programs: State Controller’s Office • Mandate Reimbursement Guidance: Commission on State Mandates OC San State Bills of Interest BILL AUTHOR SUMMARY LATEST ACTION OC SAN POSITION LEGISLATIVE PLAN OTHER POSITIONS AB 259 Rubio [D]This bill would remove the January 1, 2026, date from the provisions of AB 2449 (Rubio), thereby extending the alternative teleconferencing procedures that are currently in effect indefinitely. Introduced Watch Legislative and Regulatory Policies: Special Districts - Oppose further state regulations that adversely impact special district financing, operations, and administration. ACC-OC - NYC LOCC - Support CASA - NYC CSDA - Support ACWA - NYC AB 339 Ortega [D]This bill would require the governing body of a public agency, and boards and commissions designated by law or by the governing body of a public agency, to give the recognized employee organization no less than 120 days’ written notice before issuing a request for proposals, request for quotes, or renewing or extending an existing contract to perform services that are within the scope of work of the job classifications represented by the recognized employee organization. The bill would require the notice to include specified information, including the anticipated duration of the contract. Introduced Watch Legislative and Regulatory Policies: Labor Relations/Human Resources: Oppose efforts reducing local control over public employee disputes and imposing regulations on an outside agency. ACC-OC - NYC LOCC - NYC CASA - NYC CSDA - NYC ACWA - NYC AB 340 Ahrens [D]This bill proposes to further restrict employers, including local public agencies, state employers, schools, universities, and certain public transit districts, from questioning employees or their representatives about confidential communications related to representation matters. Introduced Watch Legislative and Regulatory Policies: Labor Relations/Human Resources: Oppose efforts reducing local control over public employee disputes and imposing regulations on an outside agency. ACC-OC - NYC LOCC - NYC CASA - NYC CSDA - NYC ACWA - NYC AB 370 Carrillo [D]The California Public Records Act mandates that state and local agencies must provide public access to their records, with some exceptions. Current law requires agencies to decide within 10 days if a record request is viable and inform the requester, potentially extending the deadline by 14 days if "unusual circumstances" arise, such as emergencies impacting agency operations. This bill adds cyberattacks to the list of unusual circumstances as it relates to an extension of records requests. Introduced Watch Legislative and Regulatory Policies: Special Districts - Oppose further state regulations that adversely impact special district financing, operations, and administration. ACC-OC - NYC LOCC - NYC CASA - NYC CSDA - NYC ACWA - NYC Proposed Legislation 2025 High Priority OC San State Bills of Interest BILL AUTHOR SUMMARY LATEST ACTION OC SAN POSITION LEGISLATIVE PLAN OTHER POSITIONS AB 638 C. Rodriguez [D]The Stormwater Resource Planning Act authorizes one or more public agencies to develop a stormwater resource plan that meets certain standards to address the capture of stormwater, as defined, and dry weather runoff, as defined. The act requires the State Water Resources Control Board, by July 1, 2016, to establish guidance for purposes of the act. This bill would require the board, by June 1, 2026, to establish guidance for stormwater capture and reuse for the irrigation of urban public lands, as defined. The bill would require the guidance to include, but not be limited to, the use of captured stormwater for irrigation to offset the use of potable water, as specified, and criteria including, among other things, pathogens and pathogen indicators and total suspended solids. Introduced Watch Legislative and Regulatory Policies: Special Districts - Oppose further state regulations that adversely impact special district financing, operations, and administration. ACC-OC - NYC LOCC - NYC CASA - NYC CSDA - NYC ACWA - NYC SB 31 McNerney [D]The Water Recycling Law generally provides for the use of recycled water. Current law requires any person who, without regard to intent or negligence, causes or permits an unauthorized discharge of 50,000 gallons or more of recycled water in or on any waters of the state to immediately notify the appropriate regional water board. This bill would, for the purposes of the above provision, redefine “recycled water” and provide that water discharged from a decorative body of water during storm events is not to be considered an unauthorized discharge if recycled water was used to restore levels due to evaporation. Introduced Watch Legislative and Regulatory Policies: Special Districts - Oppose further state regulations that adversely impact special district financing, operations, and administration. ACC-OC - NYC LOCC - NYC CASA - NYC CSDA - NYC ACWA - NYC SB 72 Caballero [D]The bill would require the Department of Water Resources, as part of the 2033 update to the plan, to update the interim planning target for 2050. The bill would require the target to consider the identified and future water needs for a sustainable urban sector, agricultural sector, and environment, and ensure safe drinking water for all Californians, among other things. Introduced Watch Legislative and Regulatory Policies: Special Districts - Oppose further state regulations that adversely impact special district financing, operations, and administration. ACC-OC - NYC LOCC - NYC CASA - NYC CSDA - NYC ACWA - NYC OC San State Bills of Interest BILL AUTHOR SUMMARY LATEST ACTION OC SAN POSITION LEGISLATIVE PLAN OTHER POSITIONS SB 239 Arreguin [D]Current law, until January 1, 2026, authorizes specified neighborhood city councils to use alternate teleconferencing provisions related to notice, agenda, and public participation, as prescribed, if, among other requirements, the city council has adopted an authorizing resolution and 2/3 of the neighborhood city council votes to use alternate teleconference provisions, as specified. This bill would authorize a subsidiary body, as defined, to use alternative teleconferencing provisions and would impose requirements for notice, agenda, and public participation, as prescribed. The bill would require the subsidiary body to post the agenda at the primary physical meeting location. The bill would require the members of the subsidiary body to visibly appear on camera during the open portion of a meeting that is publicly accessible via the internet or other online platform, as specified. Introduced Watch Legislative and Regulatory Policies: Special Districts - Oppose further state regulations that adversely impact special district financing, operations, and administration. ACC-OC - NYC LOCC - NYC CASA - NYC CSDA - NYC ACWA - NYC Legend: ACC-OC - Association of California Cities, Orange County LOCC - League of California Cities NYC - Not Yet Considered CASA - California Association of Sanitation Agencies ACWA - Association of California Water Agencies CSDA - California Special Districts Association 1 | P a g e TO: Orange County Sanitation District FROM: Whittingham Public Affairs Advisors DATE: February 18, 2025 SUBJECT: Local Legislative Report The months of January and February were dominated by rainstorms, mudslides, and high winds across the region and the tragic fires in Los Angeles County. This has led to a subsequent emphasis on infrastructure and emergency preparedness here in Orange County. In addition, many newly elected City Council members were seated and participated in their first Council meetings. Following is a few of the more notable developments and issues for the last two months: • Orange County’s Interim Chief Executive Officer Michelle Aguirre and Chief Financial Officer Kim Engleby have instructed all County departments to implement a variety of cost-cutting measures, including a “hard freeze” on vacant positions, restrictions on discretionary spending and reductions in service levels and non-mandated services. The memo to all departments cited forecasts showing national, state and local economies being below trend growth, with the County already experiencing this trend in fiscal year 2024-25, which began last July 1. Of the $9.5 billion in appropriations for the County’s 2024-25 budget, 39 percent, or $3.7 billion, comes from state or federal allocations or grants to administer specific programs, much of which is likely to be impacted by state resources being strained by wildfire recovery. • In the wake of the Palisades and Eaton fires, numerous cities and water districts in high fire areas shared updates on both their water supplies and backup power available in the event of emergency. Since the 1993 Laguna Canyon Fire, the Laguna Beach County Water District has added two reservoirs, bringing its total number to 21 with a combined storage capacity of 33.5 million gallons. In addition, numerous pumps equipped with generators have been incorporated into the system to ensure water transport in an emergency. Two heli-hydrants, which are water tanks that provide a remote water source for helicopters to use in fighting wildfires have been installed near Laguna Canyon. 2 • A stretch of beaches in Laguna Beach were closed for approximately ten days after a broken sewer line near Laguna Niguel Regional Park released roughly 600,000 gallons of sewage. Approximately 130,000 gallons were recovered before reaching the Sulphur Creek and Aliso Creek confluence, and about one million gallons of creek water were removed by Moulton Niguel Water District, owner of the main line. • The filing period closed for the April 15 special election to fill the City of Irvine Fifth District City Council seat created by former Councilmember Larry Agran’s election as Mayor. Four candidates qualified for the ballot but former Councilmember Tammy Kim, who finished second to Mayor Agran last November, withdrew from the race on February 7. • The Newport Beach City Council approved a plan in January that put an end to years of debate over the disposal of contaminated sediment in Newport Harbor. When the Army Corps of Engineers begins dredging the main navigational channels of Newport Harbor this June, a portion of the contaminated sediment will be transported to the Port of Long Beach to fill a huge slip that once fit some of the largest container ships. Roughly 225,000 of the 950,000 cubic yards to be dredged will help fill the slip, with the remainder to be dumped roughly six miles out in the open ocean. • Powerful atmospheric river storms brought the first significant rainfall of the season to Southern California, with four to five inches of rain falling over a 24-hour period in many of Orange County’s canyon communities. Evacuation orders were issued for many canyon residents and Trabuco Canyon Road was closed for several days, with Trabuco Creek Road through the President’s Day weekend to allow work crews to clear out debris and reposition barriers. Mudslides came in much of the area impacted by last year’s Airport Fire, which burned more than 23,000 acres after a county public works crew accidentally started a fire in the canyons. • At its meeting of February 11, the Orange County Board of Supervisors approved settlement offers from Southern California Edison for $18.125 million to pay for county damages from the 2020 Silverado fire and the 2022 Coastal fire. The Silverado fire broke out on Oct. 26, 2020, near Santiago and Silverado Canyon roads, blackening roughly 12,400 acres and leading to evacuation orders for some 70,000 people in Irvine and about 9,500 in Lake Forest. Two firefighters suffered severe burns while battling the blaze. As part of our scope of work, Whittingham Public Affairs Advisors (WPAA) has continued to monitor the various City Council agendas of each of the District’s members and highlighted issues and items of relevance to OC San. We also continued to monitor activities at the South Coast Air Quality Management District, including the ongoing consideration of Proposed Amended Rule (PAR) 410, dealing with Odors from Transfer Stations and Materials Recovery Facilities; Proposed Rules 1110.2 and 1110.4, related to Emissions from Emergency Generators; and PAR 1133.3, which will seek to reduce VOC and ammonia emissions from green waste and organics composting. It is a pleasure to work with you and to represent the Orange County Sanitation District. Sincerely, Peter Whittingham 3/3/2025 1 FEDERAL UPDATE PRESENTED BY: ERIC SAPIRSTEIN ENS RESOURCES ADMINISTRATION COMMITTEE MARCH 12, 2025 1 ISSUES Legislative Priorities: Budget and Everything Else Administration Transition Outlook 2 1 2 3/3/2025 2 LEGISLATIVE PRIORITIES Budget Resolution and Reconciliation Fiscal Year 2025 Appropriations Fiscal Year 2026 Appropriations Regulatory Reform –10 Year NPDES Permits Program Authorizations 3 TRUMP ADMINISTRATION TRANSITION Cabinet Appointments Regulation Development 10 Out – 1 In Department of Government Efficiency -DOGE Claw Back of Grants California Water Per- and polyfluoroalkyl substances (PFAS) Clean Energy 4 3 4 3/3/2025 3 OUTLOOK Budget Program Fundings and Impoundment Agency Reform and Reorganization Special House Elections Supreme Court 5 6 5 6 ADMINISTRATION COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4199 Agenda Date:3/26/2025 Agenda Item No:16. FROM:Robert Thompson, General Manager Originator: Jennifer Cabral, Director of Communications SUBJECT: HEADQUARTERS EDUCATIONAL DISPLAY GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Approve the design recommendations for the Headquarters Educational Display. BACKGROUND One of the General Manager’s Work Plan goals for Fiscal Year 2024-2025 is to develop a Board- approved design for a hands-on educational display for the outdoor patio area by June 30, 2025. RELEVANT STANDARDS ·Maintain influential legislative advocacy and a public outreach program ·Maintain collaborative and cooperative relationships with regulators,stakeholders,and neighboring communities ·Make it easy for people to understand OC San’s roles and value to the community PROBLEM The Orange County Sanitation District (OC San)is a distinguished entity in the water/wastewater industry.The recently completed Headquarters incorporates an engaging educational display in the lobby that showcases the overall function of OC San,our history,service area,and interesting facts. As part of OC San’s educational outreach program,a second phase was incorporated to develop a hands-on display that would further illustrate OC San’s role in protecting public health and the environment. PROPOSED SOLUTION OC San staff has developed several options for the outdoor Headquarters Educational Display,as noted in the General Manager’s Work Plan.Staff explored various options,visited similar facilities, and consulted with vendors to create a proposed plan that incorporates a mix of hands-on displays and historical components, which further illustrate OC San’s long-term role in the community. Orange County Sanitation District Printed on 3/18/2025Page 1 of 3 powered by Legistar™ File #:2025-4199 Agenda Date:3/26/2025 Agenda Item No:16. RAMIFICATIONS OF NOT TAKING ACTION Neglecting to inform the community,local agencies,and area businesses about OC San could lead to insufficient support for our mission, hindering our ability to fulfill our responsibilities effectively. PRIOR COMMITTEE/BOARD ACTIONS June 2024 - Received and filed the General Manager’s Fiscal Year 2024-2025 Work Plan. ADDITIONAL INFORMATION There are three components proposed for the Educational Display,all of which were fully developed in-house by the Public Affairs team with support from the maintenance team. The proposed educational display consists of an outdoor,hands-on display highlighting a variety of sewer pipes sizes,ranging from private laterals to local sewer lines,to OC San’s regional sewer pipes,including the largest one owned and operated by OC San-the ocean outfall.The intent of the display is to illustrate the magnitude of our pipes showcasing the level of effort to repair or replace them as well as highlight the What 2 Flush messaging.An additional element to this component is the installation of the various pipe materials OC San uses,including a historical pipe retrieved from Plant No.2 that is believed to have been installed in the 1920s.This will show the evolution of our sewer collection system. A secondary component would be an artifact wall in the lobby,highlighting OC San’s long history of protecting public health and the environment in Orange County. A third component being considered during Phase 3 is a mini replica of the clarifier structure.This would be a fully functioning model that would be housed on our patio to give a close-up view of the function and operation of a circular clarifier.It would showcase the scum and sludge removal process highlighting a key component of our treatment process. The displays will be incorporated over the next year. CEQA N/A FINANCIAL CONSIDERATIONS All items mentioned are included in OC San’s FY 2024-25 and 2025-26 Budget (Section 6,Page 36, Professional &Contractual Services).The estimated costs for the various elements at the time of conceptual design are as follows:Pipe Size Comparison Display -$30,000;History Wall -$5,000; Clarifier - $80,000. This cost may increase based on bids and installation costs. Orange County Sanitation District Printed on 3/18/2025Page 2 of 3 powered by Legistar™ File #:2025-4199 Agenda Date:3/26/2025 Agenda Item No:16. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Presentation Orange County Sanitation District Printed on 3/18/2025Page 3 of 3 powered by Legistar™ 3/4/2025 1 Educational Display Proposal Phase 2 Jennifer CabralDirector of Communications Administration Committee Meeting March 12, 2025 2 Headquarters Educational Display –Develop a Board-approved design for the hands-on educational display for the outdoor patio by June 30, 2025. •Increase Awareness: Educate visitors on OC San's role in wastewater treatment and sustainability. •Promote Interactive Learning: Make complex processes engaging and understandable. •Encourage Sustainability: Highlight OC San's innovative approaches. •Foster Environmental Stewardship: Inspire advocacy for proper wastewater practices. GM Work Plan Goal 1 2 3/4/2025 2 3 1. Pipe Display •Pipe Size Comparison •Historical Pipe 2. Artifact Wall 3. Clarifier Model Educational Display Proposals 4 •Showcase various pipe sizes used in the wastewater system and teach What 2 Flush messaging •Location: Front of HQ Pipe Size Comparison Display 3 4 3/4/2025 3 5 Historical Pipe •Showcase OC San’s history and pipe evolution •Location: Front of HQ 6 Pipe Display Location 5 6 3/4/2025 4 7 •Showcase OC San’s artifacts •Signs will provide descriptive context for each item •Location: HQ – Lobby wall in front of the staircase Artifact Wall 8 •Mini replica of clarifier showing scum and sludge removal •Interactive arms to mimic solid removal •Location: Outdoor Patio (off Ellis Avenue) Clarifiers Model (Phase 3) LocationModel 7 8 3/4/2025 5 9 Recommend to the Board of Directors to: •Approve the design recommendations for the Headquarters Educational Display. Recommendation Questions? 10 9 10 ADMINISTRATION COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4200 Agenda Date:3/26/2025 Agenda Item No:17. FROM:Robert Thompson, General Manager Originator: Jennifer Cabral, Director of Communications SUBJECT: PUBLIC AFFAIRS UPDATE FOR THE MONTH OF FEBRUARY 2025 GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Receive and file the Public Affairs Update for the month of February 2025. BACKGROUND Included in this report are recent activities of interest,managed by the Public Affairs Office for the month of February 2025. RELEVANT STANDARDS ·Maintain influential legislative advocacy and a public outreach program ·Maintain collaborative and cooperative relationships with regulators,stakeholders,and neighboring communities ·Listen to and seriously consider community input on environmental concerns PROBLEM The Orange County Sanitation District (OC San)is a distinguished entity in the water/wastewater industry.Despite our industry recognition,there may be limited awareness among our customers regarding the pivotal role we play in protecting public health and the environment.The absence of direct communication through a billing method may contribute to this gap in knowledge. It is our responsibility to ensure that our ratepayers comprehend the vital services we provide.Many customers may not realize that improper waste disposal into the sanitation system can adversely impact our sewer lines,reclamation plants,and the quality of water supplied through GWRS.By enhancing communication channels and fostering understanding,we aim to bridge the gap and empower our ratepayers with the knowledge needed to support and appreciate the essential work we undertake for the well-being of our community and the environment. Orange County Sanitation District Printed on 3/18/2025Page 1 of 4 powered by Legistar™ File #:2025-4200 Agenda Date:3/26/2025 Agenda Item No:17. PROPOSED SOLUTION By providing tours,community outreach,education,and general communication via OC San’s website,social media,and direct mailings,we can share information with the community,local agencies,and businesses on our messaging such as the What2Flush program,energy production, water recycling,biosolids,and our source control program.This,in turn,helps improve the quality of wastewater that is recycled or released to the ocean and the knowledge and understanding of wastewater treatment. RAMIFICATIONS OF NOT TAKING ACTION Neglecting to inform the community,local agencies,and area businesses about OC San could lead to insufficient support for our mission, hindering our ability to fulfill our responsibilities effectively. PRIOR COMMITTEE/BOARD ACTIONS June 2024 - Received and filed the Public Affairs Strategic Plan for Fiscal Years 2024-2026. ADDITIONAL INFORMATION Activities in February 2025: Outreach Report An outreach report that includes tours,website updates,social media posts,construction notifications, speaking engagements, and more is attached to this Agenda Report. Social Media (through February 24) OC San messaging,announcements,and program updates were posted across OC San’s social media platforms. Our social media handle is @OCSanDistrict. ·Facebook: 21 posts reaching 2.6k people ·X: 22 posts reaching 770 people ·Instagram: 23 posts reaching 5.3k people ·LinkedIn: 6 posts reaching 3.9k people Presentations and Outreach Events In February,five presentations were given to various groups,including the California Water Environmental Association P3S Conference,Coalition for Environmental Protection -Restoration and Development,Orange County Water Association,UC Riverside Industry Night,and Unity Middle College Career Day. Staff conducted eight tours,including Godinez High School,Cal State Long Beach,Bassett Adult School,the Orange County Health Care Agency,the Orange County Transportation Authority,a Chinese Delegation,the California Association of Sanitation Agencies staff,and a public tour.In total, we reached approximately 250 people. Details are included in the Outreach and Media Report. Orange County Sanitation District Printed on 3/18/2025Page 2 of 4 powered by Legistar™ File #:2025-4200 Agenda Date:3/26/2025 Agenda Item No:17. Internal Communication Over the course of the month,35 posts were made on the employee intranet -The San Box,and four emails were distributed to staff on relevant weekly topics through our ‘Three Things to Know’email. Additionally, the employee newsletter,The Pipeline, was published at the end of February. Construction Outreach Update Outreach efforts continue for OC San construction activities throughout the service area.Projects are ongoing in Orange,Costa Mesa,Seal Beach,and Newport Beach.Website updates,email text alerts,and direct notifications continue to be distributed as projects progress.Details on each project can be found at www.ocsan.gov/construction. Honor Wall Nominations The Honor Wall,formerly known as Honor Walk,recognizes former employees and board members who have made meaningful,lasting contributions to OC San’s operations and leadership.Previously, honorees were celebrated with a custom-engraved brick located at Plant No.1.Since the move to Headquarters,honorees will now be commemorated with their names displayed on a dedicated wall outside of Headquarters as a lasting tribute to their impact.Nominations closed on Friday, February 28. Member Agency Outreach Toolkits As part of our outreach efforts to our member agencies,two toolkits were distributed this quarter. One focused on the upcoming Wastewater 101 Citizens Academy and a bonus toolkit focused on the heavy rain event experienced this month.The kits included graphics and write ups for use on social media, newsletters, and website. New Employee Welcome Kit As part of our welcoming and onboarding process,new hires will receive a welcome kit on their first day at OC San.The kit is both digital and physical,it includes:a welcome note from our General Manager,OC San swag,and a link to an online page with quick access to important information.The distribution of the kit to new hires will begin in March. Activities in March: Social Media OC San continues to share messaging across the various social media platforms. March Retirement Celebration On March 19,OC San will host a celebration in the Headquarters courtyard for all employees retiring. This will give staff an opportunity to share stories and send off our dedicated employees with a heartfelt goodbye. Retirees from the past few years are also invited to attend. Wastewater 101 Citizens Academy OC San’s Wastewater 101 Citizens Academy began its spring session on March 6 with over 80 participants registered.The virtual Academy features four workshops over the course of two months and is hosted and presented by OC San staff.The four workshops focus on:Who We Are and What We Do,Protecting Our Environment:Fundamentals of Environmental Services,OC San:The Nuts and Bolts,and Building for the Future:OC San’s Capital Improvement Program and Our People. Orange County Sanitation District Printed on 3/18/2025Page 3 of 4 powered by Legistar™ File #:2025-4200 Agenda Date:3/26/2025 Agenda Item No:17. and Bolts,and Building for the Future:OC San’s Capital Improvement Program and Our People. Upon completion of all four sessions, participants will graduate at the April 23 Board meeting. OC San Connection Newsletter - Spring Edition The spring issue of the Connection Newsletter,distributed electronically to over 4,000 subscribers, will include updates on construction projects,details about upcoming community events we are participating in,and so much more.To subscribe to the newsletter or view past issues,please visit www.ocsan.gov/newsletter. CEQA N/A FINANCIAL CONSIDERATIONS All items mentioned are included in OC San’s FY 2024-25 and FY 2025-26 Budget. ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Outreach and Media Report for February 2025 ·Presentation Orange County Sanitation District Printed on 3/18/2025Page 4 of 4 powered by Legistar™ Outreach and Media Summary February 2025 OC San Public Affairs Off ice Table of Contents OUTREACH REPORT…………………………………………………………PAGE 1 FACEBOOK POSTINGS ……………………………………………...............PAGE 3 TWITTER POSTINGS …………………………………………………………PAGE 4 INSTAGRAM POSTINGS………………………………………………………PAGE 5 LINKEDIN POSTINGS………………………………………………………....PAGE 6 NEWS ARTICLES……………………………………………………………………………. PAGE 7 Outreach Report February 2025 Date Tours Attendees Tour Guide 2/5/25 Orange County Health Care Agency 23 Cortney Light 2/7/25 Orange County Transprotation Authority 2 Rob Thompson 2/8/25 Bassett Adult School 7 Shabbir Basrai 2/12/25 CASA New Director Tour 3 Rob Thompson 2/18/25 Cal State Long Beach Nursing 27 Cortney Light 2/19/25 Cal State Long Beach Nursing 19 Cortney Light 2/24/25 Chinese Delegation 6 Sharon Yin/ Jennifer Cabral 2/28/25 Godinez High School 30 Donald Herrera Date Speaking Engagements/Events Attendees Presenter 2/5/25 CWEA P3S Conference 50 Mark Kawamoto 2/13/25 Coalition for Environmental Protection, Restoration and Development 25 Rob Thompson 2/18/25 Orange County Water Association 70 Rob Thompson and Ryan Gallagher 2/19/25 Unity Middle College High School- Career Day 7 Jenny Gomez 2/28/25 UC Riverside Industry Night Kayla Arias/Giti Radvar/Warren Liu Project Area Outreach Notifications # of People Reached Website Posts and Text Alerts Costa Mesa Costa Mesa Sewer Along I-405 350 1 website post Costa Mesa Costa Mesa Sewer Along 1-405 100 Printed Notification Orange Taft Sewer Replacement Project Update 421 1 website post Seal Beach Seal Beach Pump Station 278 1 website post External Communications Distribution # of People Reached 5 Minutes Per Month OC San’s Wastewater 101 Citizens 132 Board Member Talking Points One 50 Academy Annoucement 1 Website Posts One post 15 views Website Facebook 21 posts 2.6k reached Social Media Twitter 22 tweets 770 reached Social Media Instagram 23 posts 5.3k reached Social Media LinkedIn 6 posts 3.9k reached Social Media 2 Post performance - Facebook Pages Data from 01 Feb, 2025 to 24 Feb, 2025 Sources Orange County Sanitation DistrictO Orange County Sanitation District Feb 24, 16:25O Celebrating #MemberAgencyMonday with a special highlight of City of Villa Park - City Hall! Villa Park operates about 29 miles of collector and trunk sewer mains, ranging from 8-15 inches in diameter. Aer traveling through these pipe… 0 0 Orange County Sanitation District Feb 24, 16:13O The OC San Steering Committee Meeting (5 PM) and Board of Directors Meeting (6 PM) will be happening on Wednesday, February 26. You can view the agenda here: ocsd.legistar.com 0 0 Orange County Sanitation District Feb 21, 15:56O It’s Government Communications Day! 🎉 Our talented Public Aairs team wears many hats from graphic designers and educators to social media experts and construction liaisons. Our team plays a key role in streamlining internal an… 165 164 Orange County Sanitation District Feb 20, 16:29O Over the past weeks, OC San has welcomed several new members to our Boardof Directors! We look forward to working alongside them to serve ourcommunity. Learn more at ocsan.gov/boardmembers.70 70 Orange County Sanitation District Feb 20, 16:24O Over the past weeks, OC San has welcomed several new members to our Boardof Directors! We look forward to working alongside them to serve ourcommunity. Learn more at ocsan.gov/boardmembers. City of Anaheim-…87 86 Orange County Sanitation District Feb 19, 22:56O Tonight, OC San's Board of Directors will hold a new Board Member Orientation,covering board member roles and agency functions. For more information, visitwww.ocsan.gov/calendar.130 124 Orange County Sanitation District Feb 19, 21:05O Less than a month away! It's not too late to sign up for our Wastewater 101Citizens Academy, where YOU can learn all about what we do it and how we doit. Register now at ocsan.gov/wastewater101 🌊 123 120 Orange County Sanitation District Feb 18, 17:58O At OC San, we have tons of skilled engineers across all our divisions! This#EngineersWeek, we're shining a light on our talented team that helps us protectpublic health and the environment everyday ⚙ 109 104 Orange County Sanitation District Feb 17, 21:00O Happy #MemberAgencyMonday to City of Santa Ana - Municipal Government.We've started gearing up for our Santa Ana Trunk Rehabilitation Project, slatedto start construction in 2026. This project will reline nearly 3 miles of existing… 🚧 97 92 Orange County SanitationDistrict Feb 16, 22:00O In observance of Presidents Day, our Administrative Oices will be closed onMonday, February 17. Our reclamation plants will continue to operate asalways. In case of a sewer emergency, please call 714-593-7025.65 60 Orange County SanitationDistrict Feb 14, 17:01O In case you need a last minute Valentine's Day card, we've got you covered.Choose one of our wastewater-themed cards to make sure your special daydoesn’t end up down the drain. 🚽 178 166 Orange County SanitationDistrict Feb 13, 21:00O An engineer, scientist, and operator walk into a room…sorry, no joke coming. Weactually have an engineer, scientist, and operator in a room at our Wastewater101 Citizens Academy. Join the room at ocsan.gov/wastewater101.104 97 Orange County SanitationDistrict Feb 12, 23:28O Thank you to California Association of Sanitation Agencies newly appointed Director of Renewable Resources, Maile Lono-Batura; current Director of Renewable Resources, Greg Kester; and Director of Air, Climate, and Energy,… 88 88 Orange County SanitationDistrict Feb 12, 23:24O Thank you to CASA’s newly appointed Director of Renewable Resources, Maile Lono-Batura; current Director of Renewable Resources, Greg Kester; and Director of Air, Climate, and Energy, Sarah Deslauriers for visiting our… 245 233 Orange County SanitationDistrict Feb 12, 16:10O OC San is expecting heavier flows due to the upcoming rain through Friday. During heavy rains, and in the hours immediately following, the sewer lines carry significantly higher levels of water to the reclamation plants due to the inflow… 72 67 Orange County SanitationDistrict Feb 11, 18:30O It's International Women in STEM Day! We're proud to celebrate the incredible women who are driving sustainability and innovation forward at OC San and in the wastewater industry! 🧪💧⚙ #CareersInWastewater #OCSanCareers 422 402 Orange County SanitationDistrict Feb 10, 16:15O Fun fact! Almost 10 years ago, OC San transferred over 150 miles of local sewers serving City of Tustin - Municipal Government and unincorporated area of Orange County to the East Orange County Water District. This change allowed … 95 91 Orange County SanitationDistrict Feb 09, 19:00O We're rooting for clean pipes this Superbowl Sunday. Remember to make the right call by disposing of fats, oils, and grease in trash. For easy clean up, pour grease into a can, let it cool, then dispose in the trash. Visit ocsan.gov/FOG for… 94 86 Orange County SanitationDistrict Feb 07, 23:00O It's National Green Week — a time to teach the importance of reducing, reusing, and recycling. Through our biosolids program, we're able to recycle solids from our treatment process into nutrient-rich soil for land application. Learn about … 🍃🌱 95 88 Orange County Sanitation District Feb 05, 18:28O The OC San Administration Committee Meeting is happening on Feb. 12 at 5 PM.Click here to view the agenda:70 62 Orange County Sanitation District Feb 05, 17:30O There's no better time than now! Visit www.ocsan.gov/careers to learn about ouropen positions and join the team. #OCSanCareers #JobsInWastewater 175 157 Orange County Sanitation District Feb 03, 20:00O A big shoutout to Garden Grove City Hall this #MemberAgencyMonday! They've been an incredible partner, always helping us spread the word on how to keep our pipes in tip-top shape. 90 81 Orange County Sanitation District Feb 01, 20:00O Whether we get an early spring or more winter, clean pipes are always in season. Only flush the 3 P's — pee, poop, and toilet paper — to keep your pipes happy and healthy for the season ahead 🚽💧 Visit ocsan.gov/what2flush! 153 136 DATE POST IMPRESSIONS REACH 3 Post performance - Twitter Data from 01 Feb, 2025 to 24 Feb, 2025 Sources @OCSanDistrictO @OCSanDistrict Feb 24, 16:25O Celebrating #MemberAgencyMonday with a highlight of @cityofvp! Villa Park operates about 29 miles of collector and trunk sewer mains, ranging from 8-15 inches in diameter. Aer traveling through these pipes, wastewater flows into … 3.33%1 30 @OCSanDistrict Feb 21, 17:20O It's Government Communications Day! 🎉 Our talented Public Aairs team plays a key role in streamlining communication and enhancing transparency for everyone - from the public and our employees to the Board of Directors and a… 📢 0%0 0 @OCSanDistrict Feb 21, 16:14O It's Government Communications Day! 🎉 Our talented Public Aairs team wears many hats from graphic designers and educators to social media experts and construction liaisons.📢 #GovCommsDay2025 https://twitter.com/OCSan… 7.55%4 53 @OCSanDistrict Feb 21, 16:13O It's Government Communications Day! 🎉 Our talented Public Aairs teamwears many hats from graphic designers and educators to social media expertsand construction liaisons📢 #GovCommsDay2025 https://twitter.com/OCSan…0%0 0 @OCSanDistrict Feb 20, 16:32O Over the past weeks, OC San has welcomed several new members to our Boardof Directors! We look forward to working alongside them to serve ourcommunity. Learn more at http://ocsan.gov/boardmembers. https://twitter.c…6.9%2 29 @OCSanDistrict Feb 19, 22:56O Tonight, OC San's Board of Directors will hold a new Board Member Orientation,covering board member roles and agency functions. For more information, visithttp://www.ocsan.gov/calendar. https://twitter.com/OCSanDistrict/status/18…0%0 29 @OCSanDistrict Feb 19, 21:05O Less than a month away! It's not too late to sign up for our Wastewater 101Citizens Academy, where YOU can learn all about what we do it and how we doit. Register now at http://ocsan.gov/wastewater101 🌊 https://twitter.com/O…0%0 29 @OCSanDistrict Feb 18, 17:01O At OC San, we have tons of skilled engineers across all our divisions! This#EngineersWeek, we're shining a light on our talented team that helps us protectpublic health and the environment everyday ⚙ https://twitter.com/OCSanDi…17.65%9 51 @OCSanDistrict Feb 17, 21:00O Happy #MemberAgencyMonday to @CityofSantaAna. We're gearing up for ourSanta Ana Trunk Rehabilitation Project, slated to start construction in 2026. Thisproject will reline nearly 3 miles of existing sewer line to extend its service life.…3.39%2 59 @OCSanDistrict Feb 16, 22:00O In observance of Presidents Day, our Administrative Oices will be closed onMonday, February 17. Our reclamation plants will continue to operate asalways. In case of a sewer emergency, please call 714-593-7025. https://twitt…0%0 37 @OCSanDistrict Feb 14, 17:01O In case you need a last minute Valentine's Day card, we've got you covered.Choose one of our wastewater-themed cards to make sure your special daydoesn’t end up down the drain. 🚽 https://twitter.com/OCSanDistrict/status/1…3.03%1 33 @OCSanDistrict Feb 13, 21:00O An engineer, scientist, and operator walk into a room…sorry, no joke coming. Weactually have an engineer, scientist, and operator in a room at our Wastewater101 Citizens Academy. Join the room at http://ocsan.gov/wastewater101. http…11.11%3 27 @OCSanDistrict Feb 12, 23:33O Thank you to @CASA_CleanWater Directors Maile Lono-Batura, Greg Kester, and Sarah Deslauriers for visiting our Headquarters and Plant No. 1 today. We truly appreciate your advocacy for clean water initiatives in California and hope yo… 11.32%6 53 @OCSanDistrict Feb 12, 16:10O OC San is expecting higher peak flows to the plant due to the upcoming storm. We're asking residents to please defer using water-using chores until aer the storm has passed. Thank you for your cooperation. https://twitter.com/OCSan… 2.94%1 34 @OCSanDistrict Feb 11, 18:30O It's International Women in STEM Day! We're proud to celebrate the incredible women who are driving sustainability and innovation forward at OC San and in the wastewater industry! 🧪💧⚙ #CareersInWastewater #OCSanCareers htt… 8.16%4 49 @OCSanDistrict Feb 10, 16:15O Nearly 10 years ago, OC San transferred 150+ miles of sewers serving @CityofTustin and unincorporated Orange County to the East Orange County Water District, allowing us to provide regional collection, treatment, and… 0%0 34 @OCSanDistrict Feb 09, 19:00O We're rooting for clean pipes this Superbowl Sunday. Remember to make the right call by disposing of fats, oils, and grease in trash. For easy clean up, pour grease into a can, let it cool, then dispose in the trash. Visit http://ocsan.gov/F… 0.91%1 110 @OCSanDistrict Feb 07, 23:00O It's National Green Week — a time to teach the importance of reducing, reusing, and recycling. Through our biosolids program, we're able to recycle solids from our treatment process into nutrient-rich soil for land application. Learn more a… 🍃🌱 8.33%2 24 @OCSanDistrict Feb 05, 18:03O There's no better time than now! Visit http://ocsan.gov/careers to learn about our open positions and join the team. #OCSanCareers #JobsInWastewater http s://twitter.com/OCSanDistrict/status/1887200364828762571/video/1 9.09%2 22 @OCSanDistrict Feb 05, 17:30O There's no better time than now! Visit http://ocsan.gov/jobs to learn about our open positions and join the team. #OCSanCareers #JobsInWastewater https://t witter.com/OCSanDistrict/status/1887191994960646260/video/1 0%0 0 @OCSanDistrict Feb 03, 20:00O A big shoutout to @CityGardenGrove this #MemberAgencyMonday! They've been an incredible partner, always helping us spread the word on how to keep our pipes in tip-top shape. https://twitter.com/OCSanDistrict/status/1886505… 0%0 27 @OCSanDistrict Feb 01, 20:00O Whether we get an early spring or more winter, clean pipes are always in season. Only flush the 3 P's — pee, poop, and toilet paper — to keep your pipes happy and healthy for the season ahead 🚽💧 Visit http://ocsan.gov/what2flush! htt… 0%0 40 DATE POST ENGAGEMENT RATE ENGAGEMENTS IMPRESSIONS 4 Post performance - Instagram Business Data from 01 Feb, 2025 to 24 Feb, 2025 Sources ocsandistrictO ocsandistrict Feb 24, 16:25O Celebrating #MemberAgencyMonday with a special highlight of @cityofvillapark! Villa Park operates about 29 miles of collector and trunk sewer mains, ranging from 8-15 inches in diameter. Aer traveling through thes… 4.65%43 3 43 ocsandistrict Feb 22, 17:49O (No description)0%157 0 155 ocsandistrict Feb 21, 15:59O (No description)0%289 0 279 ocsandistrict Feb 21, 15:56O It’s Government Communications Day! 🎉 Our talented Public Aairs teamwears many hats from graphic designers and educators to social media expertsand construction liaisons. Our team plays a key role in streamlining internal an…11.3%662 50 478 ocsandistrict Feb 20, 16:29O Over the past weeks, OC San has welcomed several new members to our Boardof Directors! We look forward to working alongside them to serve ourcommunity. Learn more at ocsan.gov/boardmembers.4.73%177 8 169 ocsandistrict Feb 19, 22:56O Tonight, OC San's Board of Directors will hold a new Board Member Orientation,covering board member roles and agency functions. For more information, visitwww.ocsan.gov/calendar.5.71%181 10 175 ocsandistrict Feb 19, 21:05O Less than a month away! It's not too late to sign up for our Wastewater 101Citizens Academy, where YOU can learn all about what we do it and how we doit. Register now at ocsan.gov/wastewater101 🌊 6.18%276 15 259 ocsandistrict Feb 18, 17:00O At OC San, we have tons of skilled engineers across all our divisions! This#EngineersWeek, we're shining a light on our talented team that helps us protectpublic health and the environment everyday ⚙ 12%0 34 300 ocsandistrict Feb 17, 21:00O Happy #MemberAgencyMonday to @CityofSantaAna. We've started gearing upfor our Santa Ana Trunk Rehabilitation Project, slated to start construction in2026. This project will reline nearly 3 miles of existing sewer line to extend its… 🚧 7.22%201 14 194 ocsandistrict Feb 16, 22:00O In observance of Presidents Day, our Administrative Oices will be closed onMonday, February 17. Our reclamation plants will continue to operate asalways. In case of a sewer emergency, please call 714-593-7025.1.49%138 2 134 ocsandistrict Feb 14, 17:03O In case you need a last minute Valentine's Day card, we've got you covered.Choose one of our wastewater-themed cards to make sure your special daydoesn’t end up down the drain. 🚽 18.32%648 45 535 ocsandistrict Feb 13, 21:00O An engineer, scientist, and operator walk into a room…sorry, no joke coming. Weactually have an engineer, scientist, and operator in a room at our Wastewater101 Citizens Academy. Join the room at ocsan.gov/wastewater101.7.14%214 11 196 ocsandistrict Feb 12, 23:24O Thank you to CASA’s newly appointed Director of Renewable Resources, Maile Lono-Batura; current Director of Renewable Resources, Greg Kester; and Director of Air, Climate, and Energy, Sarah Deslauriers for visiting our… 8.64%432 31 359 ocsandistrict Feb 12, 16:10O OC San is expecting heavier flows due to the upcoming rain through Friday. During heavy rains, and in the hours immediately following, the sewer lines carry significantly higher levels of water to the reclamation plants due to the inflow… 5.49%192 8 182 ocsandistrict Feb 11, 18:30O It's International Women in STEM Day! We're proud to celebrate the incredible women who are driving sustainability and innovation forward at OC San and in the wastewater industry! 🧪💧⚙ #CareersInWastewater #OCSanCareers 12.46%302 32 281 ocsandistrict Feb 10, 16:15O Fun fact! Almost 10 years ago, OC San transferred over 150 miles of local sewers serving Tustin and unincorporated area of Orange County to the East Orange County Water District. This change allowed us to provide regional collection,… 6.25%204 11 192 ocsandistrict Feb 09, 19:00O We're rooting for clean pipes this Superbowl Sunday. Remember to make the right call by disposing of fats, oils, and grease in trash. For easy clean up, pour grease into a can, let it cool, then dispose in the trash. Visit ocsan.gov/FOG for… 10.83%166 17 157 ocsandistrict Feb 07, 23:00O It's National Green Week — a time to teach the importance of reducing, reusing, and recycling. Through our biosolids program, we're able to recycle solids from our treatment process into nutrient-rich soil for land application. Learn about … 🍃🌱 5.57%322 16 305 ocsandistrict Feb 05, 17:30O There's no better time than now! Visit ocsan.gov/careers to learn about our openpositions and join the team. #OCSanCareers #JobsInWastewater 9.32%0 13 161 ocsandistrict Feb 05, 17:11O beautiful rainbow spotted from OC San’s HQ 🌈0%253 0 250 ocsandistrict Feb 04, 17:39O (No description)0%170 0 168 ocsandistrict Feb 03, 20:00O A big shoutout to @gardengrovecityhall this #MemberAgencyMonday! They've been an incredible partner, always helping us spread the word on how to keep our pipes in tip-top shape. 6.94%151 10 144 ocsandistrict Feb 01, 20:00O Whether we get an early spring or more winter, clean pipes are always in season. Only flush the 3 P's — pee, poop, and toilet paper — to keep your pipes happy and healthy for the season ahead 🚽💧 Visit ocsan.gov/what2flush! 7.94%205 14 189 DATE POST ENGAGEMENT RATE IMPRESSIONS LIKES REACH 5 Post performance - LinkedIn Pages Data from 01 Feb, 2025 to 24 Feb, 2025 Sources Orange County Sanitation District Orange County Sanitation District Feb 21, 21:13 It's Government Communications Day! 🎉 Our talented Public Aairs team wears many hats— including graphic designers, educators, social media experts, and even construction liaisons. They play a key role in streamlining internal and external communication and enhancing transparency… 22.27%458 11 0 Orange County Sanitation District Feb 20, 16:31 Over the past weeks, OC San has welcomed several new members to our Board of Directors! We look forward to working alongside them to serve our community. Learn more at ocsan.gov/boardmembers. 7.76%322 12 0 Orange County Sanitation District Feb 18, 17:01 At OC San, we have tons of skilled engineers across all our divisions! This #EngineersWeek, we're shining a light on our talented team that helps us protect public health and the environment everyday ⚙ 13.64%1,393 37 0 Orange County Sanitation District Feb 13, 21:00 An engineer, scientist, and operator walk into a room…sorry, no joke coming. Weactually have an engineer, scientist, and operator in a room at our Wastewater101 Citizens Academy. Join the room at ocsan.gov/wastewater101.6.2%677 17 0 Orange County Sanitation District Feb 11, 18:30 It's International Women in STEM Day! We're proud to celebrate the incrediblewomen who are driving sustainability and innovation forward at OC San and inthe wastewater industry! 🧪💧⚙ #CareersInWastewater #OCSanCareers 7.84%459 18 0 Orange County Sanitation District Feb 05, 17:30 There's no better time than now! Visit www.ocsan.gov/careers to learn about our open positions and join the team. #OCSanCareers #JobsInWastewater 15.25%669 8 3 DATE POST ENGAGEMENT RATE IMPRESSIONS REACTIONS SHARES 6 Leading the Way in Water Reuse 2/7/2025 CDM Smith https://www.cdmsmith.com/en/client- solutions/projects/orange-county-groundwater- replenishment-system 374Water Announces Timeline for Deployment of AirSCO Technology at OC San 2/13/2025 One World Daily Brief 374Water Announces Timeline for Deployment of AirSCWO Technology at Orange County, California Sanitation District | One World Daily Brief 374Water Announces Timeline for Deployment of AirSCO Technology at OC San 2/13/2025 Sogotrade https://sogotradedev.websol.barchart.com/?m odule=topNews&storyID=30928488&selected= news&symbol= 374Water Inc. Partners with Orange County Sanitation District for Deployment of Advanced AirSCWO Waste Management Technology 2/13/2025 Nasdaq 374Water Inc. Partners with Orange County Sanitation District for Deployment of Advanced AirSCWO Waste Management Technology | Nasdaq 374Water Announces Timeline for Deployment of AirSCWO Technology at Orange County, California Sanitation District 2/13/2025 GlobeNewsWire 374Water Announces Timeline for Deployment of AirSCWO 374Water Announces Timeline for Deployment of AirSCWO Technology at Orange County, California Sanitation District 2/13/2025 Morningstar https://www.morningstar.com/news/globe- newswire/9358397/374water-announces- timeline-for-deployment-of-airscwo- technology-at-orange-county-california- sanitation-district 374Water Inc. Partners with Orange County Sanitation District for Deployment of Advanced AirSCWO Waste Management Technology 2/13/2025 Quiver Quantitative https://www.quiverquant.com/news/374Wate r+Inc.+Partners+with+Orange+County+Sanitati on+District+for+Deployment+of+Advanced+Air SCWO+Waste+Management+Technology 7 Media Articles 374Water to Demonstrate Commercial-Scale PFAS Destruction Capabilities in Upcoming DoD ESTCP/DIU Project 2/13/2025 BeamStart https://beamstart.com/news/374water-to- demonstrate-commercial-scale-173876242 374Water Announces Timeline for Deployment of AirSCWO Technology at Orange County, California Sanitation District 2/13/2025 Marketscreener https://www.marketscreener.com/quote/stock /374WATER-INC-120791885/news/374Water- Announces-Timeline-for-Deployment-of- AirSCWO-Technology-at-Orange-County- California-Sanita-49061233/ 374Water Advances Waste Tech with Orange County Deal 2/13/2025 Investing.com https://www.investing.com/news/company- news/374water-advances-waste-tech-with- orange-county-deal-93CH-3869040 374Water Announces timeline for deployment of AirSCWO Technology at Orange County, California 2/13/2025 Bakersfield Califorian https://www.bakersfield.com/ap/news/374wa ter-announces-timeline-for-deployment-of- airscwo-technology-at-orange-county- california/article_22601a60-df68-5b6b-a25c- 61e772887404.html 374Water inc. offers technology that converts wet wastes into recoverable resources in US 2/19/2025 Simply WallSt. February 2025's Top US Penny Stocks To Consider - Simply Wall St News 8 3/3/2025 1 Public Affairs Update Daisy Covarrubias Public Affairs Supervisor Administration Committee Meeting March 12, 2025 2 •Internal and External Communication •Support OC San’s existing programs •New Items: New Website Employee Engagement Survey Headquarters Educational Display – Phase 2 Library Educational Program New Employee Welcome Kit Employee Art Contest Public Affairs Programs 1 2 3/3/2025 2 3 Employee Engagement / Education 4 Branding / Construction Outreach 3 4 3/3/2025 3 5 Experts / Govt. Affairs 6 •Wastewater 101 Citizens Academy •T-shirt Design Contest •Honor Wall •New Homepage for The San Box •OC San Connection Newsletter – Spring Issue •Member Agency Outreach Toolkit •Community Outreach Events: •Costa Mesa Earth Day •OCWD’s Children’s Water Festival •Advocacy Days What’s Next 5 6 3/3/2025 4 7 Recommend to the Board of Directors to: •Receive and file the Public Affairs Update for the month of February 2025. Recommendation Questions? 8 7 8 ADMINISTRATION COMMITTEE Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4201 Agenda Date:3/26/2025 Agenda Item No:18. FROM:Robert Thompson, General Manager Originator: Wally Ritchie, Director of Finance SUBJECT: UNIFORM AND JANITORIAL ARTICLES RENTAL SERVICE GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: A. Approve Amendment No. 2 to the existing service contract to Cintas Corporation No. 3 to provide Uniform and Janitorial Articles Rental Service, Specification No. S-2021-1277BD, for an increase of $160,488 to the current term for a new total amount not to exceed $1,000,000 for the period through March 31, 2025; B. Approve an increase of $410,488 for the upcoming three-year renewal period option, for a new total amount not to exceed $1,250,000 for the period through March 31, 2028; and C. Approve a revised three-year contingency of $187,500 (15%). BACKGROUND The purpose of the existing Service Contract is to provide uniform and janitorial articles rental and laundering services for employees at Orange County Sanitation District’s (OC San)Plant Nos.1 and 2.OC San staff involved in the collection and treatment of wastewater are provided uniforms to maintain a professional appearance,to satisfy OSHA safety requirements,and to protect the employees from exposure to contaminated and unpleasant materials.Uniforms are also required in accordance with OC San’s Memorandums of Understanding. RELEVANT STANDARDS ·Commitment to safety & reducing risk in all operations ·Provide a safe and collegial workplace PROBLEM During the three-year period of the service contract,additional items,such as jackets,were added that were not originally contemplated.Additionally,while best efforts were made to estimate the costs associated with utilizing this service contract,operational needs,staff changes,and requested adjustments have resulted in a need for more funding than originally anticipated.Lastly,the initial six months of the service contract were dedicated to the setup and rollout of the uniforms,with full-time Orange County Sanitation District Printed on 3/18/2025Page 1 of 2 powered by Legistar™ File #:2025-4201 Agenda Date:3/26/2025 Agenda Item No:18. months of the service contract were dedicated to the setup and rollout of the uniforms,with full-time services being provided for the past two and a half years.Based on our monthly averages over this timeframe,an increase of the service contract renewal amount is needed in order to stay current with our service needs. PROPOSED SOLUTION Approve an increase of $160,488 to the current term of the existing service contract for a total amount not to exceed $1,000,000;approve an increase of $410,488 for the upcoming,three-year renewal; and approve a revised three-year contingency of $187,500 (15%). TIMING CONCERNS The current term of the existing contract,as well as the upcoming renewal,need additional funds in order to continue providing uniform and janitorial articles rental services,which are needed by OC San staff, both for safety and appearance reasons. RAMIFICATIONS OF NOT TAKING ACTION Failure to provide approval may negatively impact the safety of staff,result in OC San becoming non- compliant with MOU requirements, and increase the overall risk in all plant operations. PRIOR COMMITTEE/BOARD ACTIONS February 2022 -Approved a service contract to Cintas Corporation No.3 to provide Uniform and Janitorial Articles Rental Service,Specification No.S-2021-1277BD,for a total amount not to exceed $839,512 for the period beginning April 1,2022,through March 31,2025,with one (1)three-year renewal period option; and approved a three-year contingency of $83,951 (10%). ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of OC San’s Purchasing Ordinance.This item has been budgeted (Budget FY 2024-25 and 2025-26,Section 6,Page 12,Professional &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: ·Service Contract - Amendment No. 2 Orange County Sanitation District Printed on 3/18/2025Page 2 of 2 powered by Legistar™ Amendment No. 2 Specification No. S-2021-1277BD Revision 073024 AMENDMENT NO. 2 SERVICE CONTRACT Uniform and Janitorial Articles Rental Service Specification No. S-2021-1277BD THIS AMENDMENT NO. 2 TO THE CONTRACT is made and entered into, to be effective February 26, 2025 by and between Orange County Sanitation District hereinafter referred to as “OC San” and Cintas Corporation No. 3 (hereinafter referred to as "Vendor”) collectively referred to as the (“Parties”). WHEREAS on February 23, 2022 the Board of Directors and OC San authorized the award of a Contract which OC San and Vendor executed, delivered and entered into with an effective date beginning April 1, 2022, (“the Contract”); and WHEREAS the Parties wish to amend the Contract to make certain modifications which shall be called Amendment No. 2 (“Amendment”); and WHEREAS, on March 26, 2025, the Board of Directors of OC San, by minute order, authorized execution of this Amendment between OC San and Vendor; and WHEREAS the Parties desire that the Agreement as modified by Amendment No. 1 dated June 27, 2022, and this Amendment shall constitute the sole and entire Agreement among the Parties. NOW, THEREFORE, in consideration of these premises and the mutual covenants contained herein, the Parties agree to amend the Agreement to: 1. Increase the total Contract amount by $160,488.00 for a new total amount not to exceed One Million and 00/00 Dollars ($1,000,000.00). Except as expressly amended above, the Agreement will remain unchanged and in full force and effect. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Amendment No. 2 to be signed by the duly authorized representatives as of the day and year last signed below. Orange County Sanitation District Cintas Corporation No. 3 By: Kevin Work Purchasing & Contracts Manager Date Date Name: Ryan P. Gallagher Chair, Board of Directors Date Title: Kelly A. Lore Clerk of the Board Date JA BOARD OF DIRECTORS Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4193 Agenda Date:3/26/2025 Agenda Item No:CS-1 FROM:Robert Thompson, General Manager SUBJECT: CONFERENCE WITH LEGAL COUNSEL RE EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(d)(1) GENERAL MANAGER'S RECOMMENDATION RECOMMENDATION: Convene in Closed Session: Number of Cases: 1 Case Name Unspecified:(case was filed under seal and disclosure would violate confidentiality provisions under the False Claims Act) BACKGROUND During the course of conducting the business set forth on this agenda as a regular meeting of the Board,the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters. Reports relating to (a)purchase and sale of real property;(b)matters of pending or potential litigation;(c)employment actions or negotiations with employee representatives;or which are exempt from public disclosure under the California Public Records Act,may be reviewed by the Board during a permitted closed session and are not available for public inspection.At such time the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. RELEVANT STANDARDS ·Government Code Sections 54956.8, 54956.9, 54957, or 54957.6, as noted ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Memorandum from General Counsel Orange County Sanitation District Printed on 3/12/2025Page 1 of 1 powered by Legistar™ Scott C. Smith (949) 263-6561 scott.smith@bbklaw.com 18101 Von Karman Avenue.Suite 1000.Irvine, CA 92612 Phone: (949) 263-2600 | Fax: (949) 260-0972 bbklaw.com Memorandum To: Honorable Chair and Members of the Orange County Sanitation District Board of Directors From: General Counsel Date: March 26, 2025 Re: Closed Session Items The Board will hold a closed session on March 26, 2025, for the purpose of conferring with its legal counsel regarding existing litigation to which the Orange County Sanitation District is a party. Given that the case was filed under seal and disclosing the case name would violate the confidentiality provisions of the False Claims Act (31 U.S.C. §§ 3729–3733), it will remain unspecified. The closed session will be held pursuant to the authority of California Government Code Section 54956.9(d)(1). Respectfully submitted, SCOTT C. SMITH BOARD OF DIRECTORS Agenda Report Headquarters 18480 Bandilier Circle Fountain Valley, CA 92708 (714) 593-7433 File #:2025-4194 Agenda Date:3/26/2025 Agenda Item No:CS-2 FROM:Robert Thompson, General Manager SUBJECT: CONFERENCE WITH LABOR NEGOTIATORS - GOVERNMENT CODE SECTION 54957.6 RECOMMENDATION: Convene in Closed Session: Designated Representatives:General Manager Robert Thompson,Assistant General Manager Lorenzo Tyner, Director of Human Resources Laura Maravilla, and Chief Negotiator Laura Kalty. Employee Organizations: (3) International Union of Operating Engineers,Local 501;Orange County Employees Association;and the Supervisory and Professional Management Group. BACKGROUND During the course of conducting the business set forth on this agenda as a regular meeting of the Board,the Chairperson may convene the Board in closed session to consider matters of pending real estate negotiations, pending or potential litigation, or personnel matters. Reports relating to (a)purchase and sale of real property;(b)matters of pending or potential litigation;(c)employment actions or negotiations with employee representatives;or which are exempt from public disclosure under the California Public Records Act,may be reviewed by the Board during a permitted closed session and are not available for public inspection.At such time the Board takes final action on any of these subjects, the minutes will reflect all required disclosures of information. RELEVANT STANDARDS ·Government Code Sections 54956.8, 54956.9, 54957, or 54957.6, as noted ATTACHMENT The following attachment(s)may be viewed on-line at the OC San website (www.ocsan.gov)with the complete agenda package: ·Memorandum from General Counsel Orange County Sanitation District Printed on 3/12/2025Page 1 of 1 powered by Legistar™ Scott C. Smith (949) 263-6561 scott.smith@bbklaw.com 18101 Von Karman Avenue.Suite 1000.Irvine, CA 92612 Phone: (949) 263-2600 | Fax: (949) 260-0972 bbklaw.com Memorandum To: Honorable Chair and Members of the Orange County Sanitation District Board of Directors From: General Counsel Date: March 26, 2025 Re: Closed Session Items The Board will hold a closed session on March 26, 2025, for the purpose of holding a conference with its labor negotiators regarding employee compensation, terms of employment, and benefits. The closed session will be held pursuant to the authority of California Government Code section 54957.6. Respectfully submitted, SCOTT C. SMITH 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.