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HomeMy WebLinkAboutOCSD 99-23 (REPEALED)ARTICLE I: ARTICLE II: ARTICLE Ill: RESOLUTION NO. OCSD 99-23 A RESOLUTION OF THE BOARD OF DIRECTORS OF ORANGE COUNTY SANITATION DISTRICT ESTABLISHING POLICIES AND PROCEDURES FOR THE AWARD OF PURCHASING ORDERS AND CONTRACTS; AWARD OF PUBLIC WORKS PROJECT CONTRACTS; AWARD OF PROFESSIONAL SERVICES CONTRACTS; AND DELEGATION OF AUTHORITY TO IMPLEMENT SAID POLICIES AND PROCEDURES; AND REPEALING RESOLUTIONS NOS. OCSD 98-8, OCSD 98-12, OCSD 98- 21, AND OCSD 98-43 TABLE OF CONTENTS RECITAL OF FINDINGS Section 1.01 Findings -Declaration of Intent. DELEGATION OF AUTHORITY Section 2.01 Purpose and Scope. Section 2.02 Authorizing General Manager to Establish Rules and· Guidelines. Section 2.03 Procedure for Delegation of Authority. PURCHASING SYSTEMS RE SUPPLIES. EQUIPMENT AND SERVICES Section 3.01 Purpose and Scope. Section 3.02 Purchasing System Adoption. Section 3.03 Purchasing Division Delegated Authority. Section 3.04 Requisitions. Section 3.05 Cooperative Procurement. Section 3.06 Purchases: Bidding Requirements. Section 3.07 Purchases: Emergency. 1 REPEALED BY OCSD 04-08 ARTICLE IV: Section 3.08 Purchases: Standardized Prices and Specialized Services. Section 3.09 Purchase Orders. Section 3.1 O Purchases: Encumbrances of Funds. Section 3.11 Blanket Purchase Orders. Section 3.12 Bidding Procedure: Purchases Greater Than $50,000.00. Section 3.13 Purchases Between $50,000.00 and $100,000.00. Section 3.14 Bidding Procedure: Purchases Less Than $50,000.00. Section 3.15 Bidding Procedure: Purchases Less Than $5,000.00. Section 3.16 Inspection and Testing. Section 3. 17 Purchases: Negotiated Contracts. Section 3.18 Surplus Supplies, Materials, and Equipment. Section 3.19 Sale of Real Property. Section 3.20 Recordkeeping. PROFESSIONAL SERVICES CONTRACTS Section 4.01 Purpose and Scope. Section 4.02 Retention of Professional Technical Consultants. Section 4.03 Small Capital Project -Defined. Section 4.04 Small Capital Project: Approval of Plans and Specifications. Section 4.05 Small Capital Project: Annual Budget Approval. 2 ARTICLE V: ARTICLE VI: ARTICLE VII: Section 4.06 Small Capital Project: Selection of Consultants - Procedure. Section 4.07 Major and Minor Capital Projects: Defined. Section 4.08 Major Capital Project: Scope of Work. Section 4.09 Major Capital Project: Selection of Consultants - Procedure. Section 4.10 Major Capital Project: Award of Professional Services Agreements. Section 4.11 Major Capital Project: Approval of Plans and Specifications. PUBLIC WORKS CONTRACTS Section 5.01 Purpose and Scope. Section 5.02 Public Works: Bidding Required. Section 5.03 Bidding Procedure: Public Works Construction Greater Than $35,000.00. Section 5.04 Approval of Change Orders to Construction Agreements. MEETINGS (AND RELATED TRAVEL) AND TRAINING (AND RELATED TRAVEL) EXPENDITURES Section 6.01 Purpose and Scope. Section 6.02 General. Section 6.03 Policies and Procedures. MISCELLANEOUS Section 7.01 Noncompliance. Section 7.02 Severability. Section 7.03 Effective Date. Section 7.04 Repeal of Prior Resolutions. 3 ARTICLE I RECITAL OF FINDINGS Section 1.01: Findings -Declaration of Intent. A. California Government Code Section 54202 requires that every local agency shall adopt policies and procedures, including bidding regulations, governing purchases of supplies, services, and equipment, and that purchases of supplies, services, and equipment by the local agency shall be in accordance with said duly adopted policies. B. California Government Code Section 54204 requires that if the local agency is other than a city, county, or city and county, policies provided for in Section 54202 of said Code shall be adopted by means of a written rule or regulation, copies of which shall be available for public distribution. C. In order to establish efficient procedures for the purchase of supplies, services, and equipment, and the letting of public works contracts at the best possible cost commensurate with quality and delivery needs, together with other relevant factors, to exercise positive financial control over purchases, to clearly define authority for the purchasing function, and to establish bidding procedures, a purchasing system for the District, beyond what is required by said Sections of the Government Code, is desirable and in the best public interest. D. An effective, comprehensive organization needs an administrative structure with support procedures that are logical, efficient, well-documented, are understood by the organization's employees and members of the public, and that enable timely and responsive administrative acquisition of materials, supplies, and services. The organization should also appropriately delegate authority to those persons and units having responsibility for these activities. E. The Board of Directors has determined that a delegation of authority structure provides for better training of employees which will result in improved efficiency and effectiveness of the District's operations. ARTICLE II DELEGATION OF AUTHORITY Section 2.01: Purpose and Scope. In an effort to remove barriers that prevent District employees from performing their jobs at the highest level of efficiency, a delegation of authority structure will appropriately train the employees, and by providing increased responsibility and ownership, will contribute to the improved 4 efficiency and effectiveness of the District. Section 2.02: Authorizing General Manager to Establish Rules and Guidelines. The General Manager of the District is hereby authorized to establish rules and guidelines to implement Board policies and to delegate to Staff signature authority to initiate and execute contracts or purchase orders to acquire services, including professional services, supplies, and materials, and public works project contracts, all as more particularly specified in Articles Ill through VI. Section 2.03: Procedure for Delegation of Authority. The following provisions establish delegated signature authority for contracts and purchase orders for the acquisition of supplies, services, materials, equipment, and professional services. The delegated authority for each functional management level will be established one level higher in the absence of specifically identified authority. The General Manager's authority is delegated to the Assistant General Manager ("AGM") in the General Manager's absence. These procedures establish the framework and boundaries within which a delegatee can operate, and also provide Management with a mechanism to evaluate implementation and hold the delegatee accountable for his/her actions. Upon delegation of authority by the General Manager, each Department shall be authorized to further delegate to respective employees within the Department. The delegation shall be effective upon the Department Head setting forth, in writing, the name of the delegated employee, his/her job position, and specific level of delegated authority designated as Level A, B, or C, respectively, and filing it with the Contracts/Purchasing Manager. The General Manager shall establish procedures to implement further delegated authority into the organization. For contracts and purchase orders for the acquisition of supplies, materials, equipment, and services (excluding public works contracts governed by State law and professional services agreements), the following signature authority is hereby established. The functional authority level listed describes the highest level of signature approval needed. Intermediate management approval between the initiator/requester and listed approval level must also be obtained. A. Approval Levels All items above $100,000.00 are to be approved by the Board prior to purchase, with the exception of emergency items, pursuant to Section 3.13. All items between $50,000.00 and $100,000.00 are reviewed and approved by the General Manager prior to purchase, and reported to the Board of Directors on a quarterly basis. All items below $50,000.00 are approved pursuant to the following delegation of authority: 5 1. Items exceeding $100,000 require Board of Directors approval, unless previously authorized by the Board for items identified in the annual District budget. 2. Items $50,000 to $99,999 require General Manager or Assistant General Manager approval. 3. Items $25,000 to $49,999 require Department Director approval. 4. Items $10,000 to $24,999 require Division Manager approval. 5. Items $5,000 to $9,999 require Level A approval. 6. Items $2,000 to $4,999 require Level B approval. 7. Items less than $2,000 require Level C approval. B. Co-Signatures. In addition to the signature of the Delegated Authority: 1. To ensure that all policies and procedures governing purchase orders and contracts are followed, all contracts or purchase orders will be signed by the Contracts/Purchasing Manager, or his designee. 2. All purchases for computer hardware, software, and communication equipment will be pre-approved by the Information Technology Director, or his designee. C. Procedural Requirements. All policies and procedures adopted by the Board of Directors or promulgated by the General Manager governing the procurement of services, equipment, or supplies will apply, and shall be complied with. Budgeted funds must be available prior to the acquisition of goods or services. Upon the identification of goods or services needed that are not originally budgeted, either a budget transfer request form must be completed demonstrating that adequate funds are available to cover the acquisition, or the Board of Directors must authorize a budget amendment, at which time, the item being acquired would fall into the budgeted category. 6 ARTICLE Ill PURCHASING SYSTEM RE SUPPLIES. SERVICES. EQUIPMENT. AND MATERIALS Section 3.01: Purpose and Scope. In order to establish efficient procedures for the purchase of supplies, services, materials and equipment, and the letting of public works contracts at the best possible cost commensurate with quality and delivery needs and other relevant factors; to exercise positive financial control over purchases; to clearly define authority for the purchasing function; to establish bidding procedures, pursuant to Section 54202 of the Government Code of the State of California, a purchasing system is deemed necessary. Section 3.02: Purchasing System Adoption. The procedures and authority set forth in this Resolution are intended to operate in concert with and supplemental to the delegation of authority granted by the governing Board of Directors in the adoption of this Resolution. Full compliance with the provisions of all Articles in this Resolution is required. Section 3.03: Purchasing Division Delegated Authority. There is hereby vested in the Purchasing Division (hereinafter referred to as "Purchasing"), under the general supervision and direction of the Director of Finance, the authority for the purchase of supplies, services, materials, and equipment, letting of public works contracts and establishment of rules, procedures and administrative policies relative thereto. The Director of Finance may delegate or assign any or all of the following duties to the Contracts/Purchasing Manager: A. To purchase or contract for supplies, services, materials, and equipment required by any Department or Division, in accordance with purchasing procedures prescribed by this Resolution; such administrative regulations as Purchasing shall adopt for the internal management and operation of Purchasing; and such other rules and regulations as shall be adopted by the Board of Directors. B. To negotiate and recommend execution of contracts for the purchase of supplies, services, materials, and equipment; for construction of public works projects; and for the disposition of surplus property and by-products of the sewage treatment process. C. To submit to General Counsel for review or approval, as necessary, all contracts, purchase orders, and other related documents, the original executed copies of which shall be delivered to the Board Secretary for custodianship. 7 0. To prepare for the District, the needed standards and specifications of quality in supplies, services, materials, equipment, and construction at the best cost and under the most favorable conditions, with due consideration to delivery and other relevant factors. E. To discourage uniform bidding and endeavor to obtain as full and open competition as possible on all purchases and sales. F. To prepare rules, regulations, procedures, and administrative policies, and revisions thereto, governing the purchase of supplies, services, materials, and equipment; for the letting of public works construction contracts in accordance with the provisions of state law; and disposition of surplus property and by-products. G. To prepare rules, regulations, procedures, and administrative policies, and revisions thereto, governing the warehousing of inventories. H. To keep informed of current developments in the field of purchasing, including but not limited to prices, market conditions and new products. I. To prescribe and maintain such forms as reasonably necessary to the implementation of this Resolution and other rules and regulations of the District. J. To develop specifications to establish minimum standards for all purchases. K. To supervise the inspection of all supplies, services, materials, and equipment purchases to insure conformance with specifications. L. To provide for transfer of surplus or unused supplies and equipment between Departments, as needed. M. To have custodianship and control of all inventories and surplus property. N. To maintain a bidders' list, vendors' catalog file, and records needed for efficient operation of the Purchasing Division. 0. To review, approve, and maintain active insurance documents for all District procurements. P. To undertake such other and future duties as, in the Director's discretion, are incidental and necessary to the conduct of the Division. 8 Q. To revise all records to reflect the sale, transfer, or reorganization of a supplier's business, or a change in the supplier's name for doing business, so long as all other terms and conditions of the original agreement remain the same. In such event of an assignment of the purchase order or contract by the supplier, the District shall not be bound until it has given its consent in writing, which consent shall not be unreasonably withheld. An amendment to the original agreement shall be prepared authorizing and consenting to the assignment and shall be executed by the General Manager, or his designee, on the District's behalf. Section 3.04: Requisitions. All employees of the District who need or require supplies, services, materials, or equipment to carry out the defined duties of their positions, shall submit requisitions, in advance, for purchases or warehouse requisitions to Purchasing, in accordance with the adopted rules, regulations, procedures, and policies of the Purchasing Division. Usage of the District's procurement cards shall be exempt from this requirement. Section 3.05: Cooperative Procurement. A. The District, through Purchasing, may participate in or sponsor, conduct and/or administer a Cooperative Procurement Agreement for the acquisition of procured items or services with any other public agency purchasing unit, in accordance with an agreement between the District and the other public agency. B. The District, through Purchasing, may sell to, acquire from, or use any property belonging to another public agency, including the cooperative use of supplies or services. C. Participation in the County of Orange Cooperative Purchasing Program has been expressly authorized by adoption of Board of Directors Resolution No. OCSD 98-22. Section 3.06: Purchases: Bidding Requirements. Except as hereinafter provided, purchasing of supplies, services, materials, or equipment shall be by bid procedures as set forth in this Article Ill, when the purchase is estimated to have a value greater than Five Thousand ($5,000.00) Dollars; the commodities or services may be obtained from more than one vendor; or are not standardized as to price; and no emergency exists. Section 3.07: Purchases: Emergency. Whenever an emergency arises which is, or may be a threat to the continued required operations of the wastewater treatment plants and facilities owned by the Districts, or when purchases are immediately necessary for the preservation of life or property, or to avoid a threat to the public health or safety, the Division may purchase supplies, services, materials, or equipment required for immediate use, in an amount greater than One Hundred 9 Thousand $100,000.00) Dollars without observing the procedures set forth in this Resolution. The General Manager or his designee shall advise the District Chair and/or Vice Chair, as appropriate, of the action taken, and such action shall be ratified by the Board of Directors at its next regular meeting. Section 3.08: Purchases: Standardized Prices and Specialized Services. In the purchases of supplies, services, materials, or equipment in which the items to be purchased have a demonstrated uniformity in price, or it is determined that there is a sole source, or the provider of services is determined to be uniquely qualified to perform specialized services, Purchasing may make such purchases without observing the bidding procedures of Section 3.12 below. Section 3.09: Purchase Orders. Purchases of all supplies, services, materials, or equipment shall be made by purchase order and may also require a formal written contract, when determined necessary or appropriate by the Contracts/Purchasing Manager. To ensure that all policies and procedures governing purchase orders and contracts are followed, all contracts or purchase orders will be executed by the Contracts/Purchasing Manager, or as delegated by the Contracts/Purchasing Manager. Purchasing and employees requisitioning supplies and equipment shall be responsible that purchase orders and requisitions are in conformity with the spirit and intent of this Resolution and that no purchase has been broken into smaller units to evade any requirement of this Resolution. Purchasing shall retain, in its files, one copy of all purchase orders issued during two (2) years preceding, on which copy of the purchase order, there shall be a list of bidders and prices bid for the materials or equipment purchased, or if no bids or quotations were taken or received, a full statement as to the reason therefor. Section 3.10: Purchases: Encumbrances of Funds. Except in cases of emergency, no purchase order shall be issued for any supplies, services, materials, or equipment, unless there exists an unencumbered appropriation balance in the fund against which said purchase is to be charged. Section 3.11: Blanket Purchase Orders. The Purchasing Division may issue annual blanket purchase orders for recurring purchases of miscellaneous supplies that: A. Because of economic considerations, the items are not carried in stock in the District's warehouse; B. Are stock items that have been designated as appropriate sole source acquisitions; C. Purchasing determines it is in the best interests of the District to competitively bid a blanket order for inventory items; or 10 D. Are for miscellaneous supplies, services, materials and equipment where such purchase of supplies, services, materials, and equipment may be procured from a single vendor during the budget year, without observing the procedures prescribed in Section 3.12 below, when, in its discretion, it is determined that such blanket purchase orders are at a cost favorable to the District and will result in more efficient procurement of such items. Blanket purchase orders shall be in conformity with the spirit and intent of this Resolution. The Purchasing Division shall, at the beginning of each budget year, file a list of such purchase orders and the estimated annual amount with the Director of Finance. Section 3.12: Bidding Procedure: Purchases Greater Than $50.000.00. A Award to Lowest Bidder. Except as otherwise provided in this Article Ill, purchases of supplies, services, materials, and equipment of estimated value greater than Fifty Thousand ($50,000.00) Dollars shall be by written contract or purchase order with the lowest responsive and responsible bidder (unless a Request for Proposal ("RFP") solicitation instrument is utilized), pursuant to the procedures prescribed herein. B. Award Approval. Purchases of supplies, services, materials, and equipment that have appropriate budgetary approvals shall be bid and awarded directly by the Contracts/Purchasing Manager, or as delegated by the Contracts/Purchasing Manager. Supplies, services, materials, and equipment that exceed the budgeted amount, or effect policy recommendations or ratifications, or are sole source contracts exceeding $100,000.00, and all public works contracts, shall require Board of Directors' approval prior to issuance or award of a purchase order or contract. C. Notice Inviting Bids. The notice inviting bids shall include a general description of the articles or services to be purchased or sold, shall state where bid forms and specifications may be secured, and the time and place for opening bids. 1. Published Notice. The notice inviting bids shall set a date for the opening of bids. The notice shall be published one (1) time at least ten (10) days before the date for the opening of the bids. Notice shall be published in a newspaper of general circulation, printed and published within the District's jurisdiction, or by electronic bulletin board procedures designed to reach the industry or market of supply. 2. Bidders List. Purchasing may also solicit sealed bids, or receive bids electronically, from all qualified, responsible prospective suppliers whose names are on the Bidders List maintained by the District, or who have requested their names to be added thereto. 11 3. Bulletin Boards. Purchasing may also advertise pending purchases or sales by a notice posted on a public bulletin board in the Purchasing Division Office, and by electronic bulletin board, as deemed appropriate by the Contracts/Purchasing Manager. D. Bidder's Security. When deemed necessary by Purchasing, bidder's security may be prescribed in the contract specifications or in the public notice inviting bids. Bidders shall be entitled to the return of bid security upon the full execution of an awarded contract or issuance of a purchase order, by the successful bidder. A successful bidder shall forfeit his bid security upon refusal or failure to execute the contract within the prescribed time after the notice of award of contract has been delivered to bidder, unless the District is responsible for a delay in the prescribed time. The Board of Directors may, on refusal or failure of the successful bidder to execute the contract, award it to the next lowest responsive, responsible bidder. If the Board of Directors awards the contract to the next lowest bidder, an amount of the lowest bidder's security equal to the difference between the low bid and the awarded bid, shall be forfeited to the District, and the surplus, if any, shall be returned to the lowest bidder. E. Bid Opening Procedure. Sealed or electronically received bids shall be submitted to the Contracts/Purchasing Manager and/or Secretary of the Board of Directors, and shall be identified as a bid on the envelope or the electronic bulletin board. Bids shall be opened in public by the Contracts/Purchasing Manager, or his designated representative, at the time and place stated in the public notices. A tabulation of all bids received shall be open for public inspection during regular business hours for a period of not less than thirty (30) calendar days after the bid opening. In cases wherein the Request for Proposal ("RFP") instrument is utilized, all RFP's will be opened, and only the name of the Proposer shall be read aloud at the time and place set forth herein. F. Rejection of Bids. In its discretion, the Board of Directors may reject any and all bids presented and readvertise for bids. If all bids are rejected, the Board of Directors, by majority vote, may declare that the materials or supplies may be acquired at a lower cost by negotiation in the open market and authorize the purchase in that manner. G. Tie Bids. If two or more bids received are for the same total amount or unit price, (with quality and service being equal), and if the public interest will not be best served by a delay of readvertising for bids, the Board of Directors may accept the one it chooses or accept the lowest bid made by negotiation with the tie bidders at the time of the award. 12 H. Performance Bonds. Purchasing shall have authority to require a faithful performance bond, a labor and materials bond and/or a warranty bond, before entering into a contract in an amount as it shall find reasonably necessary to protect the best interests of the District. If the Purchasing Division requires any of these bonds, the form and amount of the bond shall be described in the notice inviting bids and in the contract specifications. Section 3.13: Purchases between $50.000.00 and $100.000.00. Notwithstanding the provisions of Subsections 3.12(A) through 3.12(H) above, Purchasing may award a contract to purchase supplies, services, materials, or equipment in an amount greater than Fifty Thousand ($50,000.00) and less than One Hundred Thousand ($100,000.00) Dollars, without obtaining bids and following the procedures set forth above when the Contracts/Purchasing Manager determines that: A. By purchasing immediately, it can avoid an imminent price increase or realize a substantial price discount that is available on a short term basis only; or B. It can obtain supply, services, materials, or equipment immediately that might not otherwise be available at such time as purchasing procedures could be completed; or C. Said contract for supplies, services, materials, or equipment has Board of Directors' approval for multiple one (1) year renewal periods. All such contract renewals shall require the Contracts Administrator/Purchasing Manager approval; or D. The supplies, services, materials, or equipment are only available from a sole source. E. Whenever an emergency arises which is, or may cause a threat to the continued required operations of the treatment plants, or when purchases are immediately necessary for preservation of life or property, or to avoid a threat to the public health or safety. All purchases between $50,000.00 and $100,000.00 shall be reviewed and pre- approved by the General Manager and reported to the Board of Directors on a quarterly basis. Section 3.14: Bidding Procedure: Purchases Less Than $50.000.00. Purchases of supplies, services, materials, or equipment, of an estimated value in the amount of Fifty Thousand ($50,000.00) Dollars or less on which bidding is not required by state law, may be made by Purchasing in the open market without observing the same procedures as prescribed by Section 3.12 above. The procedures to be used for these purchases are as follows: 13 A. Minimum Number of Bids. Open market purchase shall, whenever possible, be based on at least three (3) bids and shall be awarded to the lowest responsive and responsible bidder, and shall be by written contract or purchase order. B. Solicitation of Bids. Bids shall be solicited by written requests to prospective vendors or purchasers and/or by telephone, facsimile transmission, electronic bulletin board, and/or by public notice posted on a public bulletin board in the Purchasing Division Offices. C. Receipt of Bids. Bids shall be submitted to Purchasing, which shall keep a public record of all open market orders and bids for a period of two (2) years after the submission of bids or the placing of orders. D. Exceptions. Purchasing may purchase supplies, services, materials, or equipment without observing the procedures prescribed in Subparagraphs A, B, and C above, if supplies, services, materials, or equipment are only available from a sole source. All such purchases shall be approved by the Director of Finance, the requesting Department Head, and the Contracts/ Purchasing Manager. Section 3.15. Bidding Procedure: Purchases Less Than $5.000.00. Purchasing may purchase supplies, services, materials, or equipment of a value in the amount of Five Thousand ($5,000.00) Dollars or less per purchase order, without observing the procedures prescribed in this Section when, in the Contracts/Purchasing Manager's discretion, it is determined that observing such procedures would not result in a lower overall cost to the District. Record of such decision shall be fully stated in the purchase order file as to the reason therefor. Section 3.16: Inspection and Testing. The supplies, services, materials, and equipment delivered, and contractual services performed, shall be inspected to determine their conformance with the specifications set forth in the purchase order or contract. Purchasing shall have authority to request professional services, or to require chemical and physical tests of samples submitted with bids and samples of deliveries which are necessary to determine their quality and conformance with specifications. Section 3.17: Purchases: Negotiated Contracts. Notwithstanding other provisions of this Resolution, the Board of Directors may, when it appears in the best interests of the District, authorize the Staff to negotiate and award a contract for purchase of supplies, services, materials and equipment without observing the procedures prescribed in Sections 3.12 and 3.14 above. 14 A. When such authorization has been granted for purchase of supplies, services, materials, and equipment of an estimated value in the amount of One Hundred Thousand ($100,000.00) Dollars or greater, the Staff shall obtain the concurrence of the District Chair and/or Vice Chair, as appropriate, prior to awarding such purchase. B. Whenever any contract for supplies, services, materials, or equipment has been entered into between the District and a person or entity providing such supplies, services, materials, or equipment, and Purchasing determines that it is in the best interest of the District to continue said contract with such person or entity, Purchasing may, in its discretion, negotiate an extension of such contract without observing the bidding procedures prescribed in Sections 3.12 and 3.14 above; provided, the contract contains provisions for subsequent extension periods; has been approved and awarded by the Board of Directors; and/or has prior budget approval, as provided in Section 3.12. C. This Section shall not apply to the letting of public works construction contracts in excess of Thirty-Five Thousand ($35,000.00) Dollars. Said contracts shall be governed by the provisions set forth in Article V of this Resolution. Section 3.18: Surplus Supplies. Materials. and Equipment. All Departments and/or Divisions shall submit to Purchasing, at such times and in such form as Purchasing shall prescribe, reports showing all supplies, materials, and/or equipment which are no longer used or which have become obsolete or worn out. Purchasing shall have authority, as deemed appropriate by the Contracts/Purchasing Manager, to sell, exchange for, or trade in on new supplies, materials, and equipment, or dispose or, as deemed appropriate, all supplies, materials, and equipment which cannot be used by any other Department or Division, or which have become unsuitable for District's use. Section 3.19: Sale of Real Property. No real property of the District may be sold, or any negotiations leading to such sale may be made, without prior approval of the Board of Directors. Section 3.20: Recordkeeping: A record of all sales or surplus property and by-products shall also be maintained by Purchasing upon or in which is maintained the record of the bids received for the property or by-products sold, or if bids were not taken or received, a full explanation thereof. Such records shall be maintained for two (2) years after the sale. 15 ARTICLE IV PROFESSIONAL SERVICES AGREEMENTS Section 4.01: Purpose and Scope. The Orange County Sanitation District, in the interest of uniformity, fairness and cost effectiveness desires to establish policies and procedures for the selection and procurement of professional engineering, architectural, environmental, land surveying and construction management services. Section 4.02: Retention of Professional Technical Consultants. This Resolution establishes a procedure to be followed in the selection and retention of Professional Technical Consultants in the areas of engineering, architecture, environmental, land surveying, construction management services and related services. Professional Technical Consultants are those individuals or firms providing engineering, architectural, environmental or land surveying services which are those professional services associated with research, development, design and construction, alteration, or repair of real property, as well as incidental services that members of these professions and those in their employ may logically or justifiably perform, including studies, investigations, surveys, evaluations, consultations, planning, programming, conceptual designs, plans and specifications, cost estimates, inspections, shop drawing reviews, sample recommendations,· preparation of operation and maintenance manuals, and other related services. Services for product testing are excluded. It is recognized that no two individuals or firms have equal skills, training, or experience and that the qualities of such persons vary. Accordingly, Professional Technical Consultants shall be selected based upon the District's discretion and opinion as to which particular consultant is best qualified to perform the work (hereinafter referred to as "projects") in question. For purposes of this Resolution, "firm" shall mean any individual, firm, partnership, corporation, association, or other legal entity permitted by law to practice the profession of architecture, engineering, environmental services, land surveying, or construction project management. Evaluation and selection of a consultant firm will include but not be limited to the following: A. The firm shall be of high ethical and professional standing, its members being of good moral character, and it shall be prepared to submit references from persons of known repute. B. The principal and other responsible members of the firm must be registered in the State of California, as required by law. 16 C. A principal member of the firm's staff must have at least ten years' recent experience in responsible charge of work of the type involved in the project. D. At least two additional members of the firm's staff must have at least five years' experience in responsible charge in the field, or fields, required by the project. E. The firm shall be capable of performing the work within the prescribed time limitations considering the current and planned work loads of the firm. F. If all other factors are equal, preference shall be given to a local based firm when more than one firm is being considered. G. If the project is funded, either in whole or in part, by federal funds that require, as a condition of establishing or maintaining eligibility for federal funds, that firms working on the project maintain an affirmative action employment program, then the firm selected for the project must certify to having such a program. The District also recognizes that the scope of services and the qualifications of consultants can differ significantly between major capital facilities projects and small capital projects. The criteria set forth in Paragraphs C and D above may be waived by District for small capital projects. The procedures set forth in this Resolution shall govern the retention of such professional consultants. Section 4.03: Small Capital Project: Defined. "Small capital project" is defined as a miscellaneous capital improvement or facility modification, replacement, or repair project, related to plant safety, reliability and efficiency enhancements where professional consulting services are estimated to be in an amount not to exceed $50,000.00 for each project. Section 4.04: Small Capital Project: Approval of Plans and Specifications. The Board of Directors delegates to the Director of Engineering, as Professional Registered Engineer, the authority to approve the design, plans, and specifications for construction of new or modified District facilities that is deemed a small capital project, as defined in Section 4.03 above. Section 4.05: Small Capital Project: Annual Budget Approval. Upon approval by the Board of Directors of an annual budget, the District's Staff shall be authorized to solicit contract proposals from professional engineering, architectural, environmental, land surveying and construction management firms to perform the required services for the approved small capital projects, as defined and prescribed herein. 17 Section 4.06: Small Capital Project: Selection of Consultants -Procedure. A. District's staff shall compile a master pre-approved list of 5-1 O firms having the required expertise to perform the required professional service for a small project. The master list of firms will be selected based upon a solicitation, review of qualifications, and Board approval. The original term of the agreement shall be for one (1) year. Thereafter, the Department Director shall be authorized to recommend to the General Manager, an extension of the professional consulting services agreement for up to two (2) additional one (1 )-year renewal periods, for a total of three (3) years, with each of the parties designated on the approved master list. The professional consulting services agreement for each party on the master list shall be forwarded to the purchasing office. The Engineering Department Staff shall prepare the appropriate requisition documentation to insure future payment to the consultant. B. As a need for an individual specific project arises, the District will implement the Agreement by issuing a task order identifying the specific project by name and number and including the approved scope of work required of the consultant for the project. The scope of work for any individual task order, shall not entail a cost in excess of $50,000.00. There is a maximum annual limitation of $200,000.00 for each individual consultant purchase order under the provisions of this Section 4.06. C. The Department Director shall first obtain at least two (2) price proposals from consultants before the task order is awarded to a consultant. This requirement may be waived at the discretion of the Department Director where a determination is made that the subject work is unique such that only one ( 1) consultant is available to perform the work, or where significant time constraints or emergency conditions dictate that one (1) consultant be solicited for a price proposal. The Department Director, or his designee, shall review the proposals specifically addressing cost and ability to meet District schedule requirements. Based on the evaluations, the Department Director is authorized to award the task order. D. Once the consultant is selected for the award of a small capital project and the task order is executed by the District, the Department Director shall issue the notice to proceed. E. Addenda to a particular task order shall be approved by the General Manager. However, the amount for each addendum may not exceed $50,000.00, and the cumulative total for all addenda may not exceed $50,000.00. The Department Director shall issue the task order addendum in letter form. Section 4.07: Major and Minor Capital Projects: Defined. "Major capital project" means the construction, repair, modification, or rehabilitation of the District's Capital Facilities, including treatment plants, trunk sewers, pump stations, ocean outfall, administrative and support facilities, and other facilities related to District 18 operations, where the cost of professional technical consulting services are estimated to be in an amount in excess of $50,000.00 for any project. These projects may require Selection Committee or Board approvals. Specialty-item capital projects are defined as projects other than Small Capital Projects, as defined in Sections 4.03 through 4.06, inclusive, where the cost of professional technical consulting services are estimated to be in an amount more than $25,000.00, and less than or equal to $50,000.00 and require only Board Committee approval. Requirements for Scope of Work, Proposal, Procurement and Negotiation Agreement Continuation of Services, Agreement of Services, and Conflict of Interest apply for both Major Capital Projects and Specialty-Item Capital Projects, with difference only in authorization levels. Section 4.08: Major Capital Project: Scope of Work. A. For every project approved by the Board of Directors and for which outside services are required, the District staff shall develop a comprehensive scope of work. 8. The scope shall define the extent of the services and the time required. Section 4.09: Major Capital Project: Selection of Consultants -Procedure. For the employment of any professional consulting services for major capital projects, the following procedures shall apply: A. Proposals -Notice Requesting. Staff shall prepare a Request for Proposal ("RFP") or a Request for Qualifications ("RFQ") for the scope of work which shall include a request for the firm's qualifications, personnel capability, demonstration of firm's capabilities, identification of personnel assigned to the project, estimate of number of hours for each aspect of the project, fee proposals and conflict of interest disclaimer. The Request for Qualifications' process may be used, at Staffs discretion, to narrow the field of firms submitting proposals on the project. District shall maintain a comprehensive list of professional consultants' demonstrated competence. Notice shall be mailed to all firms requesting notice of any RFP or RFQ issued by the District. Optionally, notice may be given by publication in professional journals or publications of general circulation. B. Staff Screening Committee. A screening committee of at least two (2) staff members as chosen by the Department Director shall review all submitted proposals and prepare a recommendation for selection of the best qualified consultant to the Selection Committee, as described in Paragraph D below. 19 C. Proposals -Contents. Proposals submitted shall: 1. Acknowledge the scope of the project and extent of the services required. 2. Include a description of the firm's qualifications for performing the proposed work. 3. In the case of a proposal for construction management services, each firm shall provide evidence that its personnel that will carry out on-site responsibilities have expertise and experience in construction project design review and evaluation, construction mobilization and supervision, bid evaluation, project scheduling, cost-benefit analysis, claims review and negotiation, and general management and administration of a construction project. 4. Include past performance records of the firm. 5. Demonstrate the firm's capabilities to complete the work within the time allotted. 6. Identify the specific key personnel to be assigned to the project. 7. Provide an estimate of the number of hours involved in each aspect of the scope of work for such personnel. 8. Be accompanied by a sealed fee proposal estimate which shall not be opened until the firm is selected as being qualified. Thereafter, it shall be the basis, for procurement negotiations. The form of the fee proposal shall be as described in Subsections F2 and F3 below. 9. Contain a conflict of interest disclaimer. 10. Provide any other information required to properly evaluate the firm's qualifications and familiarity with the types of problems applicable to the project. 20 D. Selection Committee -Membership. 1. The members of the Board of Directors Standing Committee principally responsible for the project and contract under consideration for approval shall constitute the Selection Committee for District projects. 2. At the discretion of the District Chair, additional Directors may be appointed to the Committee to assist in the consideration of proposals for specific projects. E. Review of Proposals by Staff Committee and Selection Committee. 1. The Staff Committee shall review each proposal and the qualifications of each firm with due consideration of office location, reputation in the professional community, experience, both generally and specifically on similar-type projects, the project approach, understanding of the scope of work, financial standing, number of qualified personnel and their availability for the project, quality of references, work load and other factors relevant to the project being considered. 2. The Staff Committee, upon completion of their evaluation of all proposals, shall determine those firms deemed to be fully qualified to provide the services sought by the District based on their demonstrated competence and qualifications. 3. The Staff Committee, upon making a determination of the fully qualified firms, shall rank the firms considered, in order of preference, based upon the qualification of each, as described in Subparagraph E(1) above. Thereafter the Committee shall open the sealed fee proposal of the qualified firms. Based upon the fee proposal, the committee may recommend to the Selection Committee or the Board of Directors an individual or firm for award of the contract. The recommended individual or firm can be ranked lower than firms with higher fee proposals. 4. The Selection Committee shall receive and review the recommendation of the Staff Committee and either award or recommend to the Board of Directors, either the approval or disapproval of the Staff recommendation to award a contract, as authorized in Section 4.10 below. F. Procurement and Negotiation of Agreement. To determine the firm to be selected and the compensation for the services sought, the following procedures will be strictly adhered to: 21 1. The Staff Committee will, at its discretion, invite the firm·that is considered to be the best qualified to appear before the Staff Committee. 2. The proposal for fees associated with the services as submitted by the selected firm shall be presented in sufficient detail to enable the Staff Committee to adequately ascertain the level of effort associated with the scope of work and to determine whether the firm has thoroughly identified the efforts associated with the services and thoroughly understands the work required. 3. The basis of the fee shall be: Cost plus a fixed fee with a maximum amount, a per diem rate(s) with a maximum amount, or a lump sum (fixed) fee. 4. If it is the decision of the Staff Committee to use methods for compensation other than the lump sum or cost plus a fixed fee with a maximum, or the per diem rates with a maximum, justifications for this decision shall be made by the Staff Committee in its recommendation to the Selection Committee and the Board of Directors. 5. The Staff Committee shall review the compensation requested by the firm which shall be compared with the maximum fee as previously established. 6. The final negotiated fee, as recommended to the Selection Committee and Board of Directors, shall be certified by the Staff Committee as reasonable for the services requested and not resulting in excessive profits for the firm. 7. If agreement is not reached, the negotiations should be terminated and similar interviews should then follow with the next-ranked firm. 8. All such negotiations shall be on a strictly confidential basis, and in no case shall the compensation discussed with one firm be discussed with another. G. Continuation of Services. 1. In some instances where a qualified firm has satisfactorily completed one phase in the development of a project and the Board determines that it is in the best interests of the District to retain the same firm for subsequent phases of related work, the Staff Committee or the Selection Committee may be authorized to proceed directly with negotiations with that firm for the additional work. 22 2. Continuation of services may arise when a firm has completed a feasibility report or a preliminary engineering report and the services for said work are satisfactory to the Board and the procedure of examining other firms for subsequent phases is not deemed necessary or cost effective. 3. In the event that satisfactory negotiations for price cannot be concluded under these circumstances, negotiations should be terminated and the provisions set forth hereinabove for selection of a firm would apply. H. Specialized Services. 1. In the event that specialized services are required where it is determined that only one qualified firm can best perform the services for a specific project for professional fees estimated to be in an amount greater than $50,000.00, the Staff Committee will report to the Selection Committee said findings and request authority to negotiate directly with the particular specialized firm. 2. The basis of selection of the specialized firm or individual under Subparagraph H(1) above, along with the negotiated fee, shall be presented to the Board of Directors for consideration. I. Agreement for Services. 1. Upon approval by the Board of a negotiated agreement for professional services, a contract shall be executed in a form approved by the General Counsel. 2. The contract shall include, but not be limited to the following terms: (a) A statement of the scope of the project. (b) The basis and individual elements of the fees. (c) The basis for payment to the firm. (d) The time limits in which the services must be performed. (e) Provisions for fee adjustments should there be changes in the scope of work. 23 (f) If it is determined by the Selection Committee that the District may be caused to incur a penalty or liability, or suffer a loss because of the failure of the firm to perform the work within specified time limits, the contract shall include a clause setting forth penalties for such nonperformance or delayed performance, in amounts to be determined by the Committee. (g) For projects exceeding $50,000.00 in fees or in other cases as determined by the District, errors and omissions insurance in an amount recommended by the General Counsel (based upon engineering data from the Department Director) shall be required, unless the Standing Committee or Board of Directors, as the case may be, waives said insurance. For projects that involve small engineering studies where a consultant is asked to provide a report not related or leading directly to a design project, the General Manager (based upon engineering data from the Department Director), in his discretion, may waive the requirement for the consultant to provide errors and omissions/professional liability insurance. J. Conflict of Interest. 1. The District maintains a Conflict of Interest Code, pursuant to California Government Code Section 87100 et seq., which governs the activities and performance of duties of its officers, employees, or agents in the conduct of project work for the District. 2. No Director, officer, employee or agent shall solicit or accept rebates, kickbacks, favors or other unlawful consideration from any individual or firm on behalf of any firm that may be potentially selected as a qualified firm to provide professional consulting services to the District. Acceptance of food and refreshments of nominal value on infrequent occasions and acceptance of gratuities or gifts shall not be deemed a violation of this provision, provided that if said items exceed $290.00, or the amount as fixed by Government Code Section 89503, or California Code of Regulations, Title 2, Section 18940.1, in a calendar year, the Director, officer, employee or agent may be disqualified from participating in the decision pursuant to Article Ill of the District's Conflict of Interest Code; and provided further, that any Director, officer, employee or agent, as a designated employee under the District's Conflict of Interest Code, shall report any amount of gifts on his/her annual Statement of Economic Interest as required by said Code. 24 3. Any firm seeking selection under these procedures that violates the District's Conflict of Interest Code shall be automatically disqualified. Section 4.1 O: Major Capital Project: Award of Professional Services Agreements. A. Primary Agreement. The award and execution of an agreement for professional consulting services on behalf of the District shall be made in accordance with the following delegations of authority: 1. 2. 3. 4. Authorizing Authority Department Heads General Manager OMTS, PDC, or FAHR Committee (or Standing (Committees) Board of Directors Authorized Action Solicitation of Requests for Qualifications ("RFQ") and Requests for Proposals (RFP"). Authorization to evaluate proposals and to execute contracts up to $25,000. Receive recommendations of Staff and General Manager, and approve Profes- sional Services Agreements of over $25,000.00 up to $50,000.00. Receive recommendations of Staff, General Manager and Committee, and approve Professional Services Agreements for over $50,000.00. B. Primary Agreement -Addenda. The award and execution of an addendum to an agreement for professional consulting services on behalf of the District shall be made in accordance with the following: Authorizing Authority 1. Department Head 2. General Manager 25 Authorized Action Authority to negotiate addenda and make recommendation to General Manager. Receive recommendation of Department Head and approve contract changes in an amount up to $25,000.00 per addendum. The total additive value of all addenda shall not exceed $50,000.00. 3. 4. OMTS, PDC, or FAHR Committee (or Standing Committee) Board of Directors Receive recommendations of Staff and General Manager, and approve contract changes between $25,000.00 and $50,000.00. The total additive value of all addenda shall not exceed $100,000.00. Receive recommendations of Staff, General Manager and Committee and approve contract changes in amounts over $50,000.00 for each change order, over $100,000 cumulatively for the agreement. Section 4.11: Major Capital Project: Approval of Plans and Specifications. The procedure and authority for the approval of the design plans and specifications for construction of new or modified District's major capital projects is as follows: A. For any project with approved budget authority, the Director of Engineering is authorized to advertise for construction bids, set a bid date, and receive all bids. B. For any project, if the engineer's estimate for the construction contract, as provided by the Director of Engineering or the District's consulting design engineer is equal to or less than the approved construction budget for the project, the Director of Engineering may advertise for bids, and upon receipt, the lowest responsive bid of a responsible bidder will be submitted to the Board of Directors for approval. C. For any project, if the engineer's estimate for the construction contract, as provided by the Director of Engineering or the District's consulting design engineer, is greater than the approved construction budget for the project, the Director of Engineering shall submit the project to the Standing Committee for recommendation, and based thereon, to the Board of Directors for approval. D. For any project, upon receipt of bids for the construction, if the lowest responsive bid of a responsible bidder is equal to or less than the approved construction budget for the project, the bid will be submitted to the Board of Directors. The Board of Directors, upon receipt of the bid, shall approve the plans and specifications of the project and may award a contract. E. For any project, upon receipt of bids for the construction, if the lowest responsive bid of a responsible bidder is greater than the approved construction 26 budget for the project, Staff shall present the bid and a recommendation to the Standing Committee for review and recommendation to the Board of Directors. ARTICLE V PUBLIC WORKS CONSTRUCTION CONTRACTS Section 5.01 Purpose and Scope. Public works contracts are herein defined as contracts with duly licensed contractors in the State of California for the furnishing of labor, materials, equipment and permits, as deemed necessary, for the erection, construction, alteration, repair, or improvement of wastewater collection, treatment and disposal facilities, and any other public building, structure or improvement necessary to the operation of the District, in an amount greater than Thirty-Five Thousand ($35,000.00) Dollars, as per California Public Contracts Code Sections 20783 et seq. Section 5.02: Public Works: Bidding Required. When the expenditure required for a public works construction project exceeds Thirty-Five Thousand ($35,000.00) Dollars, it shall be contracted for and let to the lowest responsible bidder, in accordance with the provisions of California Public Contracts Code Section 20783. Section 5.03: Bidding Procedure: Public Works Construction Greater Than $35.000.00. Procedures for soliciting bids and awarding contracts for public works projects for more than Thirty-Five Thousand ($35,000.00) Dollars, shall be by written contract with the lowest responsible bidder, pursuant to the procedures prescribed herein and in accordance with applicable provisions of California Public Contracts Code Section 20783. A. Notice Inviting Bids. The Notice Inviting Bids shall specifically describe the work to be performed, shall state where bid forms, Specifications, and General and Special Provisions may be secured, and the time and place for receiving and opening sealed bids. 1. Published Notice. The Notice Inviting Bids shall set a date for the opening of bids. The first publication or posting of the Notice shall be at least ten (10) calendar days before the date for the opening of the bids. The Notice shall be published at least two (2) times, not less than five (5) days apart, in a newspaper of general circulation, printed and published within the District. 2. Mailed Notice. Unless the work to be done is proprietary, the Notice Inviting Bids shall be published in a public newspaper which carries Orange County public works bid notices, not less than twenty-one (21) calendar days before the date of opening of bids. 27 3. Bidders List. The Engineering Department may also solicit sealed bids from all qualified, responsible, prospective suppliers whose names are on a Bidders List that may be maintained by District. B. Bidder's Security. When deemed necessary by the Purchasing Division, bidder's security may be prescribed in the contract Specifications and in the public Notice Inviting Bids. Bidders shall be entitled to return of bid security, upon full execution by the successful bidder of an awarded contract by the District. A successful bidder shall forfeit its bid security upon refusal or failure to execute the contract within the prescribed time after the Notice of Award of Contract has been delivered to the bidder, unless the District is responsible for the delay in the prescribed time. The Board of Directors may, on refusal or failure of the successful bidder to execute the contract, award it to the next lowest responsive, responsible bidder. If the Board of Directors awards the contract to the next lowest bidder, an amount of the lowest bidder's security equal to the difference in an amount between the low bid and the awarded bid, shall be forfeited to the District, and the surplus, if any, shall be returned to the lowest bidder. C. Bid Opening Procedure. Sealed bids shall be submitted to the Director of Engineering or Contracts/Purchasing Manager, or their designees, and Secretary of the Board of Directors, and shall be identified as a bid, on the envelope. Bids shall be opened by the Director of Engineering or Contracts/Purchasing Manager, or their designee, in public, at the time and place stated in the public notice. A tabulation of all bids received shall be open for public inspection during regular business hours for a period of not less than thirty (30) calendar days after the bid opening. D. Rejection of Bids. In its discretion, the Board of Directors may reject any and all bids presented and readvertise for bids. If, after the opening of bids, all bids are rejected, the Board of Directors, on a Resolution adopted by a four-fifths (4/5) vote, may declare that the work can be performed more economically by force account, or the materials or supplies furnished at a lower price in the open market and may have the work done in a manner stated in the Resolution in order to take advantage of this lower cost. E. Tie Bids. If two or more bids received are for the same total amount or unit price (with quality and service being equal) and if the public interest will not be best served by a delay or readvertising for bids, the Board of Directors may accept the one it chooses, or accept the lowest bid made by negotiation with the tie bidders at the time of the award. F. No Bids. If no bids are received, the District may have the work done by force account; may readvertise for bids pursuant to the procedures herein; or may select a contractor by negotiation. 28 G. Emergencies. Whenever an emergency arises which is, or may be, a threat to the continued operation of the wastewater facilities, support facilities and/or administrative facilities operated by the District, a contract for the repair or replacement of the public facility may be ordered by the General Manager without complying with the provisions of this Resolution or the California Public Contracts Code. This authority is hereby delegated to the General Manager, or his designee, by the Board of Directors pursuant to the authority of California Public Contracts Code Section 22050. In such event, the General Manager shall advise the District Chair and/or Vice Chair, as appropriate, of the action taken, and such action shall be confirmed by a four-fifths (4/5) vote of the Board of Directors at its next regular meeting. H. Surety Bonds. The Purchasing Division shall require a Faithful Performance Bond and a Labor and Materials Bond. A Warranty Bond may be required before entering into a contract in an amount up to one hundred (100%) percent of the amount of the contract, as it shall find reasonably necessary to protect the best interests of the District. The form and amount of the bond shall be described in the Notice Inviting Bids, or in the contract Specifications. I. Cost Records. Cost records shall be kept in the manner provided in Sections 4000 to 4007, inclusive, of the California Government Code. Section 5.04: Approval of Original Construction Contract Agreement and Change Orders to Construction Agreements. The procedure and authority for the approval of the original construction contract agreements and change orders to construction agreements is as follows: A. General Manager. The General Manager is authorized to approve an original construction contract agreement in an amount not to exceed $100,000.00, and any change order, with a total amount of the change order additions (not the net amount of the change order), not to exceed $100,000.00, and a total cumulative amount for all change order additions to the agreement not to exceed 5% of the original agreement amount, or $100,000.00, whichever is less. B. Planning. Design & Construction Committee. The Planning, Design & Construction Committee is authorized to approve an original construction contract agreement in an amount not to exceed $200,000.00, and any change order, with a total amount of the change order additions (not the net amount of the change order), not to exceed $200,000.00, and a total cumulative amount for all change order additions to the agreement not to exceed 10% of the original agreement amount, or $200,000.00. whichever is less. 29 C. Management and Staff. At such time as the Staff becomes aware of a fact or circumstance that will likely result in total additive change orders exceeding 5% percent of the original contract amount, it shall be presented to the Planning, Design & Construction Committee at its next regular meeting for review, consideration, and possible action. ARTICLE VI MEETINGS (AND RELATED TRAVEL) AND TRAINING (AND RELATED TRAVEL) EXPENDITURES Section 6.01: Purpose and Scope. This Article sets forth the procedures and scope of delegated authority by which District employees are authorized to incur expenses for budget-approved meetings and training in furtherance of District business. Section 6.02: General. A. Meetings or training exceeding $500.00 will be itemized, as well as possible, in the approved budget. It is recognized that some meetings and training cannot be preplanned. 8. All out-of-country travel (excluding Canada and Mexico) requires approval by the Board of Directors. C. Meetings or training requests exceeding $2,000.00 will be approved by the Department Director. D. Meetings or training requests less than $2,000.00 will be approved by the Division Manager. E. Established approvals must be received prior to arrangements for meetings or training being made. Section 6.03: Policies and Procedures. All policies and procedures governing meetings and training, such as the use of District forms and justification, will be followed. 30 ... ARTICLE VII MISCELLANEOUS Section 7.01: Noncompliance. Any transaction failing to comply with this Resolution in any respect is voidable in the discretion of the Board of Directors, and any employee willfully and knowingly violating any provision of this Resolution may be subject to disciplinary action. Section 7.02: Severability. If any section, subsection, subdivision, sentence, clause or phrase of this Resolution is for any reason held to be unconstitutional or otherwise invalid, such invalidity shall not affect the validity of the entire Resolution or any of the remaining portions thereof. The Board of Directors hereby declares that it would have passed this Resolution, and each section, subsection, subdivision, sentence, clause and phrase thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses or phrases be declared unconstitutional or otherwise invalid. Section 7.03: Effective Date. This Resolution shall take effect immediately upon adoption by the Board of Directors. Section 7.04: Repeal of Prior Resolutions. Resolutions Nos. OCSD 98-8, OCSD 98-12, OCSD 98-21, and OCSD 98-43 are hereby repealed in their entirety. PASSED AND ADOPTED at a regular meeting of the Board of Directors held November 17, 1999. ATT~T: ~~At/- Ch~':· .. '1--' if '. ·_, -.. :-~·-·: . ~ .. ~ ·----J. r.·:., ~. ~~, "':· 1 • ,. ' ' ,··)J'.,. ..... -... ~ ,' ~. . /.,.. .. ' . , . '··\ , / .) ·':" ·z .) ··,~ 31