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HomeMy WebLinkAbout02-05-2014 Operations Committee Agenda Packet Orange County Sanitation District SM'n'ATIoN oinua Wednesday, February 5, 2014 Regular Meeting of the 5:00 P.M. Operations Committee Administration Building Board Room 10844 Ellis Avenue Fountain Valley, CA 92708 (714) 593-7130 1954-2014 AGENDA PLEDGE OF ALLEGIANCE: DECLARATION OF QUORUM: PUBLIC COMMENTS: If you wish to speak, please complete a Speaker's Form and give it to the Clerk of the Board. Speakers are requested to limit comments to three minutes. REPORTS: The Committee Chair and the General Manager may present verbal reports on miscellaneous matters of general interest to the Committee Members. These reports are for information only and require no action by the Committee. CONSENT CALENDAR: 1. Approve Minutes of December 4, 2013, Operations Committee meeting. 2. Recommend to the Board of Directors to: A. Authorize the General Manager to competitively bid and subsequently award a contract to the lowest responsive and responsible bidder, for the Replacement of Valves at Bay Bridge Valve Vault, Project No. FR10-018, for an amount not to exceed $170,000; and B. Approve a contingency of$34,000 (20%). 3. A. Authorize the purchase of maintenance tools and supplies from W.W. Grainger, Inc., in accordance with Ordinance No. OCSD-44, Section 2.03(B): Cooperative Procurement; for the period beginning March 1, 2014 through February 28, 2015 with two one-year renewals in the amount of $200,000 per year, and B. Approve a contingency of$20,000 (10%). 02/05/14 Operations Committee Agenda Page 1 of 3 4. Recommend to the Board of Directors to: A. Award a contract to the lowest responsive and responsible bidder, Power Testing and Energization, for Electrical Relay Testing and Calibration, Specification No. S-2013-574-R2, for a total amount not to exceed $296,990; and B. Approve a contingency of$59,000 (20%). NON-CONSENT: 5. Recommend to the Board of Directors to: Authorize the General Manager to: A. Approve agreement with East Orange County Water District (EOCWD), to transfer ownership of local sewers in Service Area 7, and the appropriate reserve balances, and B. Provide EOCWD with technical and financial information to assist with its submittal of a reorganization application to the Orange County Local Area Formation Commission (OC LAFCO) to facilitate the transfer of ownership of the local sewers and agreed assets; and C. Draft and execute a letter of support to OC LAFCO in favor of EOCWD's reorganization application, subject to and contingent upon OC LAFCO's acceptance of the terms and conditions of transfer agreed upon by OCSD and EOCWD; and D. Approve an agreement with EOCWD to reimburse OCSD for staff support requested during an agreed transition period. INFORMATION ITEMS: 6. Quarterly Odor Complaint Report 7. Construction Projects in the Collections System 8. Enterprise Asset Management— Planning and Scheduling Software DEPARTMENT HEAD REPORTS: 02/05/14 Operations Committee Agenda Page 2 of 3 OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Operations Committee meeting is scheduled for Wednesday, March 5, 2014, at 5:00 p.m. Accommodations for the Disabled: Meeting Rooms are wheelchair accessible. If you require any special disability related accommodations, please contact the Orange County Sanitation District Clerk of the Board's office at (714) 593-7130 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 the main gate of the Sanitation District's Administration Building located at 10844 Ellis Avenue, Fountain Valley, California, not less than 72 hours prior to the meeting date and time above. All public records relating to each agenda item, including any public records distributed less than 72 hours prior to the meeting to all,or a majority of the Board of Directors,are available for public inspection in the office of the Clerk of the Board. NOTICE TO DIRECTORS: To place items on the agenda for the Committee Meeting, items must be submitted to the Clerk of the Board 14 days before the meeting. Maria E.Ayala Clerk of the Board (714)593-7130 mavalarglocsd.com For any questions on the agenda,Committee members may contact staff at: General Manager Jim Herberg (714)593-7300 iherberafgocsd.com Assistant General Manager Bob Ghirelli (714)593-7400 rghirelli(olocsd.com Director of Engineering Nick Kanetis (714)593-7310 nkanetisrrpocsd.com Director of Facility Support Services Nick Amontes (714)593-7210 narhontes0ocsd.mm Director of Operations&Maintenance Ed Tomes 714 593-7080 etomes ocsd.com 02/05/14 Operations Committee Agenda Page 3 of 3 ITEM 1 MINUTES OF THE OPERATIONS COMMITTEE Engineering, Operations & Maintenance, and Facilities Support Services Orange County Sanitation District A regular meeting of the Operations Committee of the Orange County Sanitation District was held on December 4, 2013, at 5:00 p.m. at the District's Administrative Office. A quorum was declared present, as follows: Operations Directors Present: Staff Present: Tom Beamish, Chair Jim Herberg, General Manager John Nielsen, Vice Chair Nick Kanetis, Director of Engineering Keith Curry Nick Arhontes, Director of Facilities Support Steve Jones Services Lucille Kring Ed Torres, Director of Operations & Maintenance Michael Levitt Lorenzo Tyner, Director of Finance & Brett Murdock Administrative Services Steve Nagel Jeff Reed, Director of Human Resources Greg Sebourn Kelly Lore, Secretary Pro Tem David Shawver Dean Fisher Fred Smith Todd Haynes Constance Underhill (Alternate) Jim Spears Troy Edgar, Board Chair Rob Thompson Cindi Ambrose Operations Directors Absent: Jennifer Cabral Scott Nelson Gary Conklin VACANT, Board Vice Chair At Garcia Norbert Gaia Ingrid Hellebrand Others Present: Brad Hogin, General Counsel Director Fred Smith thanked OCSD for offering help and support during recent water pipe failures in the City of Buena Park. PUBLIC COMMENTS: No public comments. 12/04/13 Operations Committee Minutes Page 1 of 4 REPORT OF COMMITTEE CHAIR: Tom Beamish, Committee Chair, reported that he attended the Watershed Infrastructure Town Hall Forum on December 3, 2013 at the City of Buena Park. He commended General Manager Jim Herberg for providing a great message regarding the recycling aspect of sanitation. REPORT OF GENERAL MANAGER: Jim Herberg, General Manager, reported that at the November Board meeting, the Santa Ana Watershed Project Authority (SAWPA) settlement agreement was approved. He stated that two provisions within the settlement agreement were that OCSD and SAWPA meet on an annual basis and form a Management Committee with senior staff from each agency and a Policy Committee with two Board Members from each agency. Meetings will be scheduled in the near future and reported back to the Board. Mr. Herberg announced that OCSD passed its external biosolids audit and was notified by the National Biosolids Partnership of the renewed certification. He stated that OCSD was the first agency to be certified in the year 2003 and is celebrating 10 years of certification. Nick Kanetis, Director of Engineering stated that OCSD was recertified at the Tier 4- Platinum Level Certification which recognizes our commitment to the highest standards of biosolids management. DEPARTMENT HEAD REPORT: None. CONSENT CALENDAR: Kelly Lore, Secretary Pro Tern announced the following two changes: Correction to Agenda Item 4.B. replacing the words Delegation of Authority with the word Purchasing and in Item 4.C. replacing Section Code No. 4.05 with 4.03 and also striking the words "any single suitable firm" and replacing with "one of the five firms". 1. MOVED, SECONDED, and DULY CARRIED: Approve Minutes of November 6, 2013, Operations Committee meeting. 2. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Approve a Professional Services Agreement to provide on-call Materials Testing, Inspection, and other Geotechnical Testing Services for Collection System and Treatment Plant projects, PSA2013-001, effective 12/09/13 Operations Committee Minutes Page 2 of 4 January 1, 2014 through June 30, 2016, for an amount not to exceed $200,000 with AMEC Environment & Infrastructure, Inc.; and B. Approve the termination of the Professional Services Agreement with URS/Signet Testing Labs, Inc. 3. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: Ratify Amendment No. 2 to SA-11 Wintersburg Channel Siphon Vent Replacement, Project No. FR11-017, with Tharsos Inc. authorizing an addition of $91,268 (62.5%) and an additional 168 days, increasing the total contract amount to $245,281, and extending the contract completion to December 31, 2013. 4. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Approve Professional Services Agreements with: ARCADIS U.S., Inc. (PLAN2013-01); Black & Veatch Corporation (PLAN2013-02); Brown and Caldwell (PLAN2013-03); CH2MHILL Engineers, Inc. (PLAN2013-04); and Tetra Tech, Inc. (PLAN2013-05), to provide planning studies on a task order basis for a three-year term, for an amount not to exceed $1,000,000 per contract; and B. Authorize the General Manager to assign task orders throughout the contract duration in accordance with the Delega"^^ of AuthaFity Purchasing Resolution No. OCSD 07-04; and C. Approve exception to Resolution No. OCSD 07-04, Section 4.035, authorizing the General Manager to select any single suitable one of the five firms for a particular task order valued at $100,000 or less, without having to solicit proposals from multiple firms. 5. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Approve Amendment No. 1 to Purchase Order #104901-013 with Pure Air Filtration, LLC for Plant 2 Trickling Filters Carbon Change Out [replacement], Specification No. S-2013-580 for an additional $474,800 for the purchase of up to (4) four additional replacements (including carbon media, materials storage fee, freight, tax, and one-time project oversight cost)for a new total purchase order amount not to exceed $710,000; and B. Approve a contingency of$71,000 (10%). 12/09/13 Operations Committee Minutes Page 3 of 4 6. MOVED, SECONDED, and DULY CARRIED: Recommend to the Board of Directors to: A. Approve a sole source purchase order to Pumpaction Solids Handling, for the purchase and installation of four hydraulic power units (HPU), for an amount not to exceed $762,000, and B. Approve a contingency of$76,200 (10%). INFORMATION ITEMS: Hydrogen Powered Fuel Cell Vehicle - Nick Arhontes Nick Arhontes, Director of Facilities Support Services introduced OCSD's Hydrogen Powered Fuel Cell vehicle and provided a PowerPoint Presentation to the Committee. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: None. ADJOURNMENT: Committee Chair Beamish declared the meeting adjourned at 5:20 p.m. Submitted by Kelly A. Lore Secretary Pro Tern 12/09/13 Operations Committee Minutes Page 4 of 4 OPERATIONS COMMITTEE Neetng Date TOBA.Of Dir. OV05114 02/26/14 AGENDA REPORT Item Number Item Number z Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Arhontes, P.E., Director of Facilities Support Services SUBJECT: REPLACEMENT OF VALVES AT BAY BRIDGE VALVE VAULT, PROJECT NO. FR10-018 GENERAL MANAGER'S RECOMMENDATION A. Authorize the General Manager to competitively bid and subsequently award a contract to the lowest responsive and responsible bidder, for the Replacement of Valves at Bay Bridge Valve Vault, Project No. FR10-018, for an amount not to exceed $170,000; and B. Approve a contingency of$34,000 (20%). SUMMARY The Orange County Sanitation District (OCSD) is planning to rehabilitate the Newport Force Mains located within Pacific Coast Highway pursuant to Contract No. 5-60 (Newport Force Main Rehabilitation Project). This project is currently scheduled to commence late spring 2014. The valve replacements must be completed ahead of Contract No. 5-60. The Bay Bridge Valve Vault is located on the south side of West Pacific Coast Highway between Bayshore Drive and Newport Bay in the City of Newport Beach. The work covered under this contract will replace four 24-inch knife valves within the Bay Bridge Valve Vault. These valves are over 20 years old, at the end of useful life, and leak when closed. The Bay Bridge Valve Vault is a confined space and requires confined space safety measures be included in the work. In addition, the work includes temporary sewage bypass, removal of sewage from the force mains, as well as other associated work. PRIOR COMMITTEE/BOARD ACTIONS None ADDITIONAL INFORMATION OCSD is planning to advertise the Bay Bridge Valve Vault, Project No. FR10-018 final plans and specifications in February 2014 and open bids in March 2014. The bids will be evaluated in accordance with the OCSD's policies and procedures, and awarded to the lowest responsive and responsible bidder. OCSD's project schedule is estimated at Page 1 of 2 45 calendar days after the "notice to proceed" has been issued. At this time, it is expected to be completed by May 30, 2014. The Bay Bridge Valve Vault structure was constructed in 1981 and is located next to the Newport Bay. The salt air environment has caused significant corrosion to the structure over the past 33 years. The four valves located within the structure have not been replaced to date. OCSD has pre-purchased four valves in anticipation of this required maintenance work. The OCSD supplied valves will be provided to the contactor that is awarded this contract, and the contractor will be required to install the valves pursuant to the plans and specifications prepared by OCSD. A delay in the Bay Bridge Valve Vault Project will delay Contract No. 5-60. A delay in Contract No 5-60 will delay a Caltrans Street Project that starts in the summer of 2016. As a result, it is imperative that the Bay Bridge Valve Vault Project is completed prior to the beginning of summer 2014. CECIA Notice of Exemption filed with the County of Orange on November 27, 2013. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority (Ordinance Article 7, Section 7.01 (B). This repair will be funded through the Small Capital Replacement/Rehabilitation Project - SP-34 (Budget Update Fiscal Year 2012-2013 and 2013-2014 Misc. & Support Projects; Section 8— Page 111). This Small Capital fund is used to pay for capital repairs and/or direct replacements. The SP-34 budget is adequate to cover this project. Date of Aooroval Contract Amount Contingency 02/26/14 $170,000 $34,000 (20%) ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package and attachments: • Draft Contract Page 2 of 2 Return to Mende Report SERVICE CONTRACT Replacement of Valves at the Bay Bridge Valve Vault Project No. FRIO.018 THIS CONTRACT is made and entered into as of the date fully executed below by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Company Name with a principal business at address _ (hereinafter referred to as "Contractor")collectively referred to as the"Parties". WITNESSETH WHEREAS, OCSD desires to retain the Ovices of C*exen "Services"; a WHEREAS, OCSD has chosen Contractor to condl*Services in accordance No. OCSD-44; and _ WHEREAS, on February 5, 2014, the Operations Committee authorized bidding of this Contract by the General Manager between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and education and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises and rr�tuaTbenefits exchanged between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Contract and all exhibits hereto called the "Contract") is made by OCSD and Contractor. The Terms and Conditions herein exclusively govern the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit"A". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of precedence: Exhibit "A" Scope of Work Exhibit"B" Exhibit"C" Exhibit"D" 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. Orange County Sanitation District 1 of 9 Project No. FR10-016 DRAFT CONTRACT-DO NOT SUBMIT Return to Mende Rom 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 The term "hours", when used in this Contract, shall be as defined in Exhibit" 1.8 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.9 Except as expressly provided otherwise, OCSD accepts no liability for tiny expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said services by OCSD. 2. Compensation Compensation for this project sh�not exceed the total amount of and 00/00 Dollars ($ ). �& $. Pavmwnie Payments shall he made upon annrnval by OCSD Pmipr.t Manager, Chuck Hodge or his designee, of invoices submitted for milestones completed as described in Exhibit "A". OCSD, at its sole discretion, shall be the determining party as to whether the tasks and deliverables for each Niestone have been satisfactorily completed. 4. Invoic 4.1 OCSD s p i 3 days of completion and receip*d prov b D Project Manager of an it in ice, in a form acceptable to OCSD to enable audit of the charges thereon. Invoices nclude the Purchase Order N m r. 4.2 Invoices shall be am ailed b Contra r �SD Accounts Payable at APStaff(a)OCSD.com and the Purchase at num "FR10-018" shall be referenced in the subject line. S. Audit Rights Contractor agrees that, ring the term of this Contract and for a period of three (3) years after its termination, OCSD shall have access to and the right to examine any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by�ractor pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit "A" and (additional SOW material). Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 7. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 6. Contract Term The Services provided under this Contract shall be completed within 45 days from the date of notice to proceed. 9. Termination 9.1 OCSD 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 OCSD of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Contractor for work performed (cost and fee) to the date of termination. Contractor expressly waives any claim to receive anticipated profits to be earned during the uncompleted Orange County Sanitation Distnct 2 of 9 Project No. FR10-016 DRAFT CONTRACT-DO NOT SUBMIT Return to Mende Report portion of this Contract. Such notice of termination shall terminate this Contract and release OCSD from any further fee, cost or claim hereunder by Contractor other than for work performed to the date of termination. 9.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not meeting specification requirements, if the level of service is inadequate, or any other default of this Contract. 9.3 OCSD may also immediately cancel for default of this Contract in whole or in part by written notice to Contractor: • if Contractor becomes insolvent or files a petition under the Bankruptcy Act; or • if Contractor sells its business; or • if Contractor breaches any of the terms of this Contrg&or • if total amount of compensation exceeds the amoun orized under this Contract. - 9.4 All O(:SD nronarty in thmnolagsinn or control of Contractor shall he returned by Contractor to OCSD upon demand, or at the terminatidh of this Contract, whichever occurs first. 10. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the life of this,,Contract and any periods of warranty or extensions, insurance in amounts equal to the requirenents set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit " "). Contractor shall not commence work under this Eontract until all required insurance is obtained in a form acceptable to OCSD, nor shall Contractor allow any subcontractor to commence service pursuant to a subcontract until all insurance required of the subcontractor has been obtained. Failure to maintain required insurance coverage shall result in termination of this Contract. s 11. Bonds 11.1 Contractor shall, before entering upon the performance of this Contract, furnish bonds (attached hereto in Exhibit ) approved by OCSD's General Counsel - one in the amount of one hundred percent (100%) of the Contract price bid, to guarantee the faithful performance of the work, and the other in the amount of one hundred percent (100%) of the Contract price bid, to guarantee payment of all claims for labor and materials furnished. This Contract shall not become effective until such bonds are supplied to and approved by OCSD. Bonds must be issued by a surety authorized by the State Insurance Commissioner to do business in California and must be maintained throughout the life of the project and during the warranty period. Contractor is hereby notified that it is required that the person executing the Bonds must have on file with the County Clerk, County of Orange, a Power of Attorney and authorization to execute said Bonds for and on behalf of the corporate surety. The purpose of this requirement is to insure that the provisions of Code of Civil Procedure Section 995.630 requiring such authority to be on file with the Orange County Clerk are satisfied in order for the OCSD and its officers to approve the bond. 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 be caused by Contractor's services under this Contract, or by its subcontractor 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 OCSD, Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, Orange County Sanitation District 3 of 9 Project No. FR10-016 DRAFT CONTRACT-DO NOT SUBMIT Return to Mende Report 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 of or anyone emploved by or working under Contractor. To the maximum extent permitted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees provide this defense immediately upon written notice from OCSD, and with well qualified, a ately insured, and experienc legal counsel acceptable to OCSD I 13. Safety and Human Resources MR) PoMbs OCSD requires all contractors and service providers to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the co a of a contract it is discovered that OCSD policies, safety manuals, or contracts do not compl3with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no cost to OCSD. Contractor and all their employees and subcontractors, shall adhere to all applicable OCSD Safety and Human Resources Policies found at: OCSD.com, "Doc Central" (bottom of page), under"Safety". 14. Warranty 14.1 Manufacturer's standard warranty shall apply. 461panufacturer warranties will begin at date of completion of this Contract. 14.2 Contractor's warranty: If, within the 12-t onth period following completion of its Services, OCSD informs Contractor that any part of the Services fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OCSD and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies) at Contractor's sole expense. 15. Performance Time is of the essence in the performance of this Contract and the provisions hereof. 16. Liquidated Damages In the event the CONTRACTOR fails to achieve Final Completion of the Work within the required period of performance or fails to meet any other time requirements set forth in the Contract Documents, including the timely submittal or update of the Project Schedule or achievement of any designated milestones or deadline as required in the approved Schedule of Values, after due allowance for extensions of time made in accordance with the Contract Documents, if any, OCSD will sustain damage which would be extremely difficult and impracticable to ascertain. The parties therefore agree that in each such event, CONTRACTOR will pay to OCSD the sum of $ per day, as Liquidated Damages, and not as a penalty, for each and every calendar day during which Final Completion of the Project is so delayed, or timely submittal or update of the Project Schedule is so delayed. If deadlines for milestones are identified in the approved Schedule of Values, CONTRACTOR shall pay OCSD the Liquidated Damage amount corresponding to that milestone for each and every day during which the achievement of the milestone is delayed. CONTRACTOR agrees to pay such Orange County Sanitation District 4 of 9 Project No. FR10-016 DRAFT CONTRACT-DO NOT SUBMIT Return to Mends Report Liquidated Damages and further agrees that OCSD may offset the amount of Liquidated Damages from any monies due or that may become due CONTRACTOR under this Contract. CONTRACTOR also agrees that to the extent the amount of Liquidated Damages exceeds any monies due to the CONTRACTOR under this Contract, CONTRACTOR shall pay all such amounts to OCSD upon demand. Liquidated Damages due to delays in achieving a milestone or deadline will not be credited toward Liquidated Damages due to delays in achieving subsequent milestones, deadlines or Final Completion of the Work. If this Special Provision, "Delay and Liquidated Damages," is found for any reason to be void, invalid or otherwise inoperative so as to disentitle OCSD from claiming Liquidated Damages; OCSD is entitled to claim against the CONTRACTOR damages at law for the CONTRACTOR's failure to complete the Project by the Final Completion date. 17. Force Marl Neither parry shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Ciorltrat_t_ _ 18. 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. ` 19. Familiarity with Work By executing this Contract, Contractor warrantth 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not prood, except at Contractor's risk, until written instructions are received from OCSD. _ 20. Reaulatory Reauirements Contracto#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 Califgrnia Water Codes Division 2. 21^♦ Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally required to engage in this work. 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 Contract will be paid by Contractor. 22. Applicable Laws and Regulations Contractor shall comply with all applicable federal, state, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and liabilities assessed against OCSD as a result of Contractor's noncompliance therewith. Any permission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 23. Public Contracts Law Contractor's Employees Compensation 23.1 Davis-Bacon Act - Contractor will pay and will require all subcontractors to pay all employees on said project a salary or wage at least equal to the prevailing rate of per diem wages as determined by the Secretary of Labor in accordance with the Davis-Bacon Act for each craft or type of worker needed to perform the Contract. The provisions of the Davis-Bacon Orange County Sanitation District 5 of 9 Project No. FR10-016 DRAFT CONTRACT-DO NOT SUBMIT Return to Mende Report Act shall apply only if the Contract is in excess of two thousand dollars ($2,000.00) and when twenty-five percent (25%) or more of the Contract is funded by federal assistance. If the aforesaid conditions are met, a copy of the provisions of the Davis-Bacon Act to be complied with are incorporated herein as a part of this Contract and referred to by reference. 23.2 General Prevailing Rate— OCSD 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 OCSD. 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 Stale of California. Per California Labor Code 1773.2, OCSD will have on file copies of the prevailing rat of per diem wages at its principal office and at each job site, which shall be made avai�bW intere# party upon request. 23.3 Forfeiture For Violation - Contractor shall, as a penalty to OCSD, forfeit fifty dollars ($500.00) for egrh nalendar day or nnrtinn therenf for eanh wnrker naid (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. _ `� 23.4 Apprentices — Sections 1777.5, 1777.6, 1777.7 of th abor Cod t e 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 or twenty (20) working days or more; or if contracts of specialty contractors not bidding for work through the general or prime Contractor are two thousand dollars ($2,000.00) or more or five (5)working days or more. 23.5 Workday — In the performance of this contract, not more than eight (8) hours shall constitute a day's work, and the Contractor shall not require more than eight(8) hours of labor in a day from any person employed by him hereunder except as provided in paragraph 19.2 above. Contractor shall conform to Article 3, Chapter 1, Part 7 (Section 1810 at seq.) of the Labor Code of the State of California and shall forfeit to OCSD as a penalty, the sum of twenty fi dollars ($25.00)for each worker employed in the execution of this contract by Contractor or ar$' 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. 23.6 Record of Wages; Inspection - Contractor agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight-time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by it in connection with the project and agrees to require that each of its subcontractors do the same. All payroll records shall be certified as accurate by the applicable Contractor or subcontractor or its agent having authority over such matters. Contractor further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee's representative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. Penalties for non-compliance with the requirements of Section 1776 may be deducted from project payments per the requirements of Section 1776. Orange County Sanitation District 6 of 9 Project No. FR10-016 DRAFT CONTRACT-DO NOT SUBMIT Return to Mende Report 24. South Coast Air Quality Mana-gement District's (SCAQMD) Requirements It is Contractor's responsibility 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 the SCAQMD. 25. Governing Law This Contract shall he onverned by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 26. Breach The waiver of either party of any breach or violation of, or default under, any provision of this Contract, shall not be deemed a continuing waiver by such party of any other provision or of any subsequent breach or violation of this Contract or default thereunder. breach by Contractor to which OCSD does not object shall not operate as a waiver of OCS� rights to sank remedies Rvgilahle to it fnr any ,ingR.m ient hrearh_ y 27. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejectsdhe goods or Service or revokes acceptance of the goods or Services, OCSD may (1) cancdl the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Contracto-r. In the event OCSD elects to "cover" as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the ntract price, togethge with any incidental or consequential damages. 26. Dispute Resolution_ k 28.1 In the event of a dispute as to the co ction 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, It ugh the alternate dispute resolution procedures of Judicial Arbitration through Mediation S rvices of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 28.2 In the event the Parties are unable to timely resolve the dispute through mediation, the issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil Procedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrators decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 29. Attorney's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and Orange County Sanitation District 7 of 9 Project No. FR10-016 DRAFT CONTRACT-DO NOT SUBMIT Return to Aaentle Report necessary disbursements in addition to any other relief to which he may be entitled. 30. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 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. Damage to OCSD's Property Any of O D's property damaged by Contractor, any subcontractors or by the personnel of eith be suet to repair or replacement by Contractor at no cost to OCSD. 33. Disclosure Contractor aoreP_. not to digQl to any third party, data or information generated from this project without the prior written cWent from OCSD. 34. Independent Contractor The legal relationship between the parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Contractor an OCSD employee. During the performance of this Agreement, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Oon?ractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 35. Limitations upon Subcontracting and Assig* Cctor shall not delegate any duties nor assign any rights under this Contract witho nor written consent of OCSD. Any such attempted delegation or assignment shall be void. 36. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 37. Non-Liability of OCSD Officers and Employees No officer or employee of OCSD shall be personally liable to Contractor, or any successor-in-interest, in the event of any default or breach by OCSD or for any amount which may become due to Contractor or to its successor, or for breach of any obligation for the terms of this Agreement. 36. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 39. 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. 40. Entire Contract This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 8 of 9 Project No. FR10-016 DRAFT CONTRACT-DO NOT SUBMIT Return b Aaenda Report 41. Notices All notices under this Contract must be in writing. Written notice shall be delivered by personal service or sent by registered or certified mail, postage prepaid, return receipt requested, or by any other overnight delivery service which delivers to the noticed destination and provides proof of delivery to the sender. Rejection or other refusal to accept or the inability to deliver because of changed address or 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: OCSD: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Vall , CA 92708-7018 Contractor: Company Each party shall provide the other arl�written notice of any4chan ,, s as practicable. �- IN WITNESS WHEREOF, i du ing to be legally bound,A% aused this Contract to be signed byrth duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: Ge eral Manager By: Contracts/Purchasing Manager COMPANY Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 9 of 9 Project No. FR10-016 DRAFT CONTRACT-DO NOT SUBMIT OPERATIONS COMMITTEE Meeting Dare To ad.of W. o2ro5,14 AGENDA REPORT Item Number Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: COOPERATIVE PROCURMENT WITH W.W. GRAINGER GENERAL MANAGER'S RECOMMENDATION A. Authorize the purchase of maintenance tools and supplies from W.W. Grainger, Inc., in accordance with Ordinance No. OCSD-44, Section 2.03(B): Cooperative Procurement; for the period beginning March 1, 2014 through February 28, 2015 with two one-year renewals in the amount of$200,000 per year; and B. Approve a contingency of$20,000 (10%). SUMMARY In order to properly maintain and repair Orange County Sanitation District (OCSD) facilities the Operations and Maintenance and Facilities Support Services departments have a need to purchase parts and supplies. Many of these parts and supplies are a onetime purchase or are purchased so infrequently that it is not appropriate to stock them in the OCSD's warehouse. In March 2012, the Operations Committee approved a sole source contract with W.W. Grainger as the primary provider of Facilities Maintenance, Lighting Products, Industrial Supplies and Tools due to their Western States Contracting Alliance (WSCA) contract pricing, breadth of product offerings, availability and the ease of their online ordering system. W.W. Grainger's contract expires February 28, 2014. Staff has been very satisfied with W.W Graingers support of the core duties of the Operations and Maintenance department, and therefore recommends that OCSD continue to contract with W.W. Grainger as the primary provider of said parts and supplies. PRIOR COMMITTEE/BOARD ACTIONS March 2012 — Operations Committee authorized purchases of maintenance tools and supplies from W.W. Grainger, Inc., for a total amount not to exceed $200,000, in accordance with Resolution No. OCSD 07-04, Section 3.08; Cooperative Procurement; and approve a contingency of$20,000 (10%). Page 1 of 2 ADDITIONAL INFORMATION The Western States Contracting Alliance (WSCA) agreements are available to all State of California governmental entities (State agencies, cities, counties, special districts, school districts, universities, etc.) that expend public funds for the acquisition of both goods and services. The State of California purchases a wide variety of goods and services ranging from pencils to temporary labor. Annual purchases total almost $10 billion. The Procurement Division (PD) is the central purchasing authority for all State departments and local government agencies. With a massive marketplace and billions of dollars in purchasing power they are able to offer a lower procurement cost to California's State, county, city, special district, education and other government entities through their Leveraged Procurement Agreements (LPAs). LPAs allow entities/agencies to buy directly from suppliers through existing contracts and agreements. One of the LPAs that the state offers to California governmental agencies is the Western State Contracting Alliance (WSCA) for Commodities, IT Goods & Services, and Telecommunication Goods and Services. CEQA N/A BUDGET/ DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. The items purchased through the process are budgeted in the yearly Joint Operating Budget for each division. This request will not exceeded $220,000 per year. ATTACHMENTS None Page 2 of 2 OPERATIONS COMMITTEE Neetng Date TOBA.gf Dir. OV05114 02/26/14 AGENDA REPORT Item Number Item Number 4 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, P.E., Director of Operations & Maintenance SUBJECT: ELECTRICAL RELAY TESTING AND CALIBRATION SPECIFICATION NO. S-2013-574-R2 GENERAL MANAGER'S RECOMMENDATION A. Award a contract to the lowest responsive and responsible bidder, Power Testing and Energization, for Electrical Relay Testing and Calibration, Specification No. S-2013-574-R2, for a total amount not to exceed $296,990; and B. Approve a contingency of$59,000 (20%). SUMMARY This Contract will provide electrical testing services for testing all of the electrical protective relays at Plant No's 1 and 2. The Orange County Sanitation District (Sanitation District) Electrical Maintenance Division is required by safety regulations to periodically test these devices to ensure that they will function correctly when an electrical problem arises. The Sanitation District advertised for bids for electrical relay testing and calibration on Nov 1, 2013. Four sealed bids were received on December 12, 2013. The bids were evaluated in accordance with the Sanitation District's policies and procedures. Power Testing and Energization was deemed the lowest responsive, responsible bidder. Staff recommends awarding a contract to Power Testing and Energization for Electrical Relay Testing and Calibration Specification No. S-2013-574-R2, for a total amount not to exceed $296,990. The estimated duration of this project is 480 calendar days. A 20% contingency is being proposed since the activities of the contractor has the potential to disrupt on-going treatment processes and possibly delaying the contractor to wait for low flow or more favorable conditions to de-energize equipment. Page 1 of 2 Summary information on the bid opening for Electrical Relay Testing and Calibration Specification No. S-2013-574-R2 is as follows: Bidder Amount of Bid Power Testing and Energization $ 296,990 Southwest Energy Systems, LLC $ 489,010 VISTAM, Inc. $ 493,380 Hampton Tedder Technical Services $ 1,046,830 PRIOR COMMITTEE/BOARD ACTIONS None. ADDITIONAL INFORMATION Electrical Relays are protective devices that serve as the watchdogs in an electrical power system. These devices are designed to continuously monitor electrical circuits for problems (like short circuits) over the decades-long lifespan of the equipment. Yet if a problem arises at any time, those same devices must swiftly trip circuit breakers in split-seconds to prevent injury to personnel and reduce damage to equipment. It is therefore necessary to periodically test the devices to ensure that they will work when required. CEQA A Notice of Exemption was filed for this work. The work is categorically exempt from CEQA under section 15301 Existing Facilities, class 1 (b) — repair and maintenance of existing facilities of both investor and publicly owned utilities used to provide electric power, natural gas, sewerage, or other public utility services. BUDGET/DELEGATION OF AUTHORITY COMPLIANCE This recommendation complies with authority levels of the OCSD Delegation of Authority. There are sufficient funds in the budget to cover the requested service. This item is budgeted under Division 860, object 54010, Repairs and Maintenance Services, $761,200. Date of Approval Contract Amount Continaencv 02/26/14 $296,990 $59,000 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.corn with the complete agenda package and attachments: Draft Contract DDH:JM:eh Page 2 of 2 Return to Mende Report SERVICE CONTRACT Electrical Relay Testing & Calibration Rebid-2 SPECIFICATION NO. S-2013-574-R2 THIS AGREEMENT is made and entered into as of the dale fully executed below by and between Orange County Sanitation District, with a principal place of business at 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (hereinafter referred to as "OCSD") and Company Name with a principal business at address (hereinafter referred to as "Contractor") collectively referred to as the "Parties'. RECITALS WHEREAS, OCSD desires to retain the servis of CONTTOR for Electrical Relay Testing and Calibration services "Services"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Purchasing Resolution No. OCSD07-04; and ' WHEREAS, Contractor is qualified by virtue of experience, tjes ' tion and expertise to accomplish such Services, NOW THEREFORE, in consideration of the promises an t h d between the Parties, it is mutually agreed as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called a on raade by OCSD and Contractor. The Terms and Conditions herein exclusi vem the purchase of Services as described in the Scope of Work, attached hereto and incorporated herein by reference as Exhibit"A". 1.2 Exhibits to this Contract are incorporated by reference and made a part of this Contract as though fully set forth at length herein. Exhibits to this Contract are as follows in order of prec nce: Exhibit "A" Scope of Work Exhibit "B" Exhibit "C" Exhibit "D" 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions of this Contract shall in all respects govern and control. 1.4 The provisions of this Contract may be amended or waived only by a writing executed by authorized representatives of both Parties hereto. 1.5 The various headings in this Contract are inserted for convenience only and shall not affect the meaning or interpretation of this Contract or any Paragraph or provision hereof. 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. Orange County Sanitation Distract 1 of 7 Specification No. S-2013-574-R2 DRAFT CONTRACT-DO NOT SUBMIT Return b Agenda Report 1.7 The term "hours", when used in this Contract, shall be as defined in Exhibit"_ 1.8 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation' below. 1.9 Except as expressly provided otherwise, OCSD accepts no liability for any expenses, losses, or action incurred or undertaken by Contractor as a result of work performed in anticipation of purchases of said Services by OCSD. 2. Compensation Compensation for this project shall not exceed the total amount of and 00/00 Dollars ($ ). 3. Payments and Invoicing 3.1 Payments shall be made monthly upon approval OCSD Project Manager, Riaz Moinuddin or his designee, of invoices submitted for work c leted as described in Exhibit " [and 1. OCSD, at its sole discretion, shall be the determining party as to whe work has been satisfactorily completed. 3.2 OCSD shall pay within 30 days of completion and receipt and approval by OCS je Manager of an itemized invoice. 3.3 Invoicik shall be submitted inra form acceptable to OCSD to enable audit of the arges thereon. Contractor shall not pay less than the prer> age, if applicable.invoices shall include the Purchase Order Number. 3.4 Invoices shall be emailed by Contractor to OC he following email address and the Purchase Order number shall be referenced in the sub' t : APStaff(c OCSD.com. 4. Audit Rights Contractor agrees that, during the term of this Agreement and for a period of three (3) years after its termination, OCSD s II 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 Agreement. 5. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit "A" and . Contractor shall perform said Services in accordance with generally accepted industry and professional standards. 6. Modifications to Scope of Work Requests for modifications to the Scope of Work hereunder can be made by OCSD at any time. All modifications must be made in writing and signed by both Parties. 7. Contract Amendments This Contract may be amended only by written instrument signed by both parties. 8. Contract Term The Services provided under this Contract shall be completed within eighteen (18) months from the date of the Notice to Proceed. 9. Performance Time is of the essence in the performance of this Contract and the provisions hereof. Orange County Sanitation District 2 of 7 Specification No. S-2013-574-R2 DRAFT CONTRACT-DO NOT SUBMIT Return to Mende Report 10. Termination 10.1 OCSD 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 OCSD, (delivered by certified mail, return receipt requested) of intent to terminate. Upon receipt of a termination notice, Contractor shall immediately discontinue all work under this Contract (unless the notice directs otherwise). OCSD shall thereafter, within thirty (30) days, pay Contractor for work performed (cost and fee) to 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 OCSD from any further fee, cost or claim hereunder by Contractor other than for work performed to the date of termination. 10.2 OCSD reserves the right to terminate this Contract immediately upon OCSD'S determination that Contractor is not meeting specs tion requirements, if the level of service is inadequate, or any other default of this Contra . 10.3 OCSD may also immediately cancel for de ault of this Contract in whole or in written notice to Contractor: f r • 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 total amount of compensation exceeds the amount authorized under this Cent 10.4 All OCSD property in the possession or control of Contractor shall be returned by Contractor to OCSD upon demand, or at the termination of this Contract, whichever occurs first. 11. Insurance Contractor and all subcontractors shall ��yyrchase and maintain, throughout the life of this Contract and any periods of warranty orzi sions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit " "). Contractor shall not commence work under this Contract until all re wired insurance is obtained in a form acceptable to OCSD, 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 main ,t& required insurance coverage shall result in termination of this Contract. 12. Indemnification and Hold Harmless Provision Contractor agrees to save, indemnify, defend and hold harmless OCSD against any and all liability, claims, judgments, cost and demands, including demands arising from injuries or death of persons and damage to property, arising directly or indirectly out of the negligence or willful misconduct of Contractor, its employees or agents, in relation to the rendition of Services pursuant to this Contract, except claims or litigations arising through the sole negligence or willful misconduct of OCSD. Contractor agrees to reimburse OCSD for any expenditure, including reasonable attorney's fees, OCSD may incur by reason of such matters, and, if requested by OCSD, will defend any such suits at the cost and expense of Contractor. 13. Warranty 13.1 Manufacturer's standard warranty shall apply. All manufacturer warranties will begin at date of completion of this Contract. 13.2 Contractor's warranty: If, within the 12-month period following completion of its Services, OCSD informs Contractor that any part of the Services fails to meet the standards required under this Contract, Contractor shall, within the time agreed to by OCSD and Contractor, take all such actions as are necessary to correct or complete the noted deficiency(ies). Orange County Sanitation Distract 3 of 7 Specification No. S-2013-574-R2 DRAFT CONTRACT-DO NOT SUBMIT Return to Mende Report 14. Force Maieure Neither party shall be liable for delays caused by accident, flood, acts of God, fire, labor trouble, war, acts of government or any other cause beyond its control, but said party shall use reasonable efforts to minimize the extent of the delay. Work affected by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 15. 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. 16. Independent Contractor It is agreed that Contractor shall act and be an independent contractor and not an agent or employee of OCSD, and shall obtain no rights to any benefits which accrue to OCSD'S employees. 17. Limitations upon Subcontracting and Asslgnme0ontractor shall not delegate duties nor assign any rights under this Contract without the prior written consent of OCS such attempted delegation or assignment shall be void. 1 16. Third Party Rights Nothing in this Contract shall be construed to give any s o benefits to anyone other than OCSD and Contractor. 19. Licenses, Permits, Ordinances and Regulations Contractor represents and wants to OCSD that it has obtained all licenses, permits, qualification and approvals of whatever nature that are legally regdTred to engage in this work. 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 Contract will be paid by Contractor. r_ 20. Applicable Laws and Regulations Contractor%60R comply with all applicable federal, state, and local laws, rules, and regulations. Contractor also agrees to indemnify and hold harmless from any and all damages and Iia_Vties assessed against OCSD as a result of Contractor's noncompliance therewith. Any p nnission required by law to be included herein shall be deemed included as a part of this Contract whether or not specifically referenced. 21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed; 2) it has investigated the site of the work and is aware of all conditions there; and 3) it understands the facilities, difficulties and restrictions of the work under this Contract. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by OCSD, it shall immediately inform OCSD of this and shall not proceed, except at Contractor's risk, until written instructions are received from OCSD. 22. South Coast Air Quality Management District's (SCAQMD) Reauirements It is Contractor's responsibility 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 the SCAQMD. 23. 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, and 261, Title 22, 23, and California Water Codes Division 2. Orange County Sanitation District 4 of 7 Specification No. S-2013-574-R2 DRAFT CONTRACT-DO NOT SUBMIT Return to Mende Report 24. Public Contracts Law OCSD 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. Contractor agrees that not less than said prevailing rates shall be paid to workers employed on this project as required by Labor Code Section 1774 of the State of California. 25. Governina Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in Orange County, in the event any action is brought in connection with this Contract or the performance thereof. 26. Dispute Resolution 26.1 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 atlawt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a rWiator 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 MediatiolL Services of Orange County ("JAMS'), or any similar organization or entity conducting arill alternate dispute resolution process. 26.2 In thelvent the Parties aretable to timely resolve the dispute through mediaZfonte issues in dispute shall be submitted to arbitration pursuant to California Code of Civil Procedure, Part 3, Title 9, Sections 1280 at seq. For such purpose, an agreed arbitrator shall be selected, or in the absence of agreement, each party shall select an arbitrator, and those two arbitrators shall select a third. Discovery may be conducted in connection with the arbitration proceeding pursuant to California Code of Civil19rocedure Section 1283.05. The arbitrator, or three arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 2 reach The waiv*f eiher party of any breach or violation of, or default under, any sion of this Contract, s all not be deemed a continuing waiver by such party of any other pr ision or of any subsequent breach or violation of this Contract or default thereunder. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSDS rights to seek remedies available to it for any subsequent breach. 26. Remedies In addition to other remedies available in law or equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, or if OCSD rejects the goods or Services or revokes acceptance of the goods or Services, OCSD may (1)cancel the Contract; (2) recover whatever amount of the purchase price OCSD has paid, and/or (3) "cover' by purchasing, or contracting to purchase, substitute goods or Services for those due from Contractor. In the event OCSD elects to "cover' as described in (3), OCSD shall be entitled to recover from Contractor as damages the difference between the cost of the substitute goods or Services and the contract price, together with any incidental or consequential damages. 29. Survival The provisions of this Contract dealing with Payment, Warranty, and Forum for Enforcement, shall survive termination or expiration of this Contract. Orange County Sanitation District 5 of 7 Specification No. S-2013-574-R2 DRAFT CONTRACT-DO NOT SUBMIT Return b Mende Report 30. Severability If any section, subsection, or provision of this Contract, or any agreement or instrument contemplated hereby, or the application of such section, subsection, or provision is held invalid, the remainder of this Contract or instrument in the application of such section, subsection or provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby, unless the effect of such invalidity shall be to substantially frustrate the expectations of the Parties. 31. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 32. Damage to OCSD'S Property Any of OCSD'S property damaged by Contractor, any subcontractors or by the personnel of either will be subject to repair or replacement by Contractor at no cost to OCSD. 33. Safety and Human Resources Policies OCSD mires all contractors and service providers to follow and ensure their employees and all subcontractors follow all State and Federal regulations as well as OCSD requirements while working at OCSD locations. If during the course of a contract it is discovered that OCSD poNties, safety manuals, or contracts do not comply with State or Federal regulations then the Contractor is required to follow the most stringent regulatory requirement at no cost to OCSD. Contractor and all their employees and subcontractors, shall adhere to all applicable OCSD Safety and Human Resources$olletes found at: OCSD.com, "Doc Central" (bottom of page), under"Safety". 34. Attornev's Fees If any action at law or inequity or if any proceeding in the form of an Alternative Dispute Resolution (ADR) is necessary to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 35. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the,�ontract. 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 Cont , the Parties are formally bound. 3 . Entire Agreement This Contract constitutes the entire agreement of the Parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the Parties with respect to the subject matter hereof. Orange County Sanitation District 6 of 7 Specification No. S-2013-574-R2 DRAFT CONTRACT-DO NOT SUBMIT Return to Mende Report 38. Notices All notices under this Contract must be in writing. Written notice shall be 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. Any facsimile notice must be followed within three (3) days by written notice. All notices shall be effective when first received at the following addresses: OCSD: Clarice M. Marcin Senior Contracts Administrator Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Company IN WITNESS WHERE P e have hereunto set their han ea indicated below. RANGE COUNTY SANI Dated: By: Contracts/Purchasing anager COMPANY Dated: 4 By: 1 low Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation Distract 7 of 7 Specification No. S-2013-574-R2 DRAFT CONTRACT-DO NOT SUBMIT OPERATIONS COMMITTEE Neetlng Date TOBA.Of Dir. OV05114 02/26/14 AGENDA REPORT Item Number Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originators: Nick Arhontes, Director of Facilities Support Services, and Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: TRANSFER OF LOCAL SEWERS IN SERVICE AREA 7 GENERAL MANAGER'S RECOMMENDATION Authorize the General Manager to: A. Approve agreement with East Orange County Water District (EOCWD), to transfer ownership of local sewers in Service Area 7, and the appropriate reserve balances, and B. Provide EOCWD with technical and financial information to assist with its submittal of a reorganization application to the Orange County Local Area Formation Commission (OC LAFCO) to facilitate the transfer of ownership of the local sewers and agreed assets; and C. Draft and execute a letter of support to OC LAFCO in favor of EOCWD's reorganization application, subject to and contingent upon OC LAFCO's acceptance of the terms and conditions of transfer agreed upon by OCSD and EOCWD; and D. Approve an agreement with EOCWD to reimburse OCSD for staff support requested during an agreed transition period. SUMMARY OCSD currently owns and operates 174 miles of local sewers in Service Area 7, located in the City of Tustin and unincorporated county areas north of Tustin, including the El Modena islands. Our Strategic Plan includes an initiative to transfer these local sewers to a local (retail) agency. In 2013 the City of Tustin asked for and was granted additional time to consider accepting the transfer of all the local sewers in Service Area 7. After the City indicated that it was no longer interested in obtaining local facilities, EOCWD expressed its interest in acquiring 100% of the local sewers from OCSD and requested information on the local sewer system. The proposed transfer of ownership of the local sewers will require an OC LAFCO- approved reorganization because the boundaries of Service Area 7 cover several jurisdictions. EOCWD staff will seek authorization from its Board in February to initiate Page 1 of 3 the OC LAFCO process. OC LAFCO's estimated timeline (attached) shows that the overall process will take approximately nine months to conclude. Assuming a February filing date, the reorganization process should be completed in November 2014. PRIOR COMMITTEE/BOARD ACTIONS November 2013—Five Year Strategic Plan and prior OCSD Strategic Plans support the transfer. ADDITIONAL INFORMATION Retail or local sewer agencies collect wastewater from residential, commercial and industrial properties through local sewer lines. Each city or special district providing local service has established its own local sewer fee depending on its site specific costs to own, manage, operate and maintain its local wastewater collection system. Parts of Tustin and unincorporated areas of the County are owned, operated and serviced entirely by OCSD. The cost of the local sewerage system is apportioned to each property owner based on the amount of the average wastewater discharged from that type of parcel. The Area 7 local sewer service fees currently collected by OCSD are based upon financial and engineering studies and reports. The annual single-family residential (SFR) user rate is $216 and the multi-family residential (MFR) use per apartment unit is $151.20. These fees have been set to support annual operating expenses and to build a reserve for future capital costs. The current reserve balance is $25 million, however; that amount will change depending on the date of recordation of the transfer. OCSD proposes to transfer these reserves to EOCWD following its assumption of ownership for the Area 7 local sewers. The proposed transfer agreement will be essentially cost/revenue neutral to OCSD. The fees currently collected by OCSD for local sewer service will be collected by EOCWD. EOCWD will assume responsibility for all maintenance costs, as well as capital improvement and replacement costs. The assets included in the proposed transfer serve approximately 18,000 parcels. The entire local sewer system is comprised of gravity sewers ranging between 4 and 27 inches in diameter, however the vast majority of the assets are 8-inch Vitrified Clay Pipe (VCP). There are no pumping facilities. CEQA N/A BUDGET / DELEGATION OF AUTHORITY COMPLIANCE This request complies with authority levels of the Sanitation District's Delegation of Authority. Page 2 of 3 ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Local Sewer Facilities Transfer Agreement • Letter of Support for EOCWD Reorganization Application • Quitclaim Deed • Transitional Services Agreement • Map of area exhibit • OC LAFCO Estimated Timeline (schedule) Page 3 of 3 Return to Mende Report LOCAL SEWER FACILITIES TRANSFER AGREEMENT THIS LOCAL SEWER FACILITIES TRANSFER AGREEMENT ("Agreement') is made this _ day of , 2014 ("Effective Date") by and between the ORANGE COUNTY SANITATION DISTRICT ("OCSD"), a duly organized County Sanitation District existing pursuant to California Health and Safety Code section 47000 at seq., and the EAST ORANGE COUNTY WATER DISTRICT ("EOCWD"), a duly organized County Water District existing pursuant to California Water Code section 30000 et seq. OCSD and EOCWD are sometimes hereinafter individually referred to as 'Party" and hereinafter collectively referred to as "Parties". RECITALS WHEREAS, OCSD owns and operates regional wastewater collection, conveyance, treatment, and disposal facilities within its 471 square mile service area; WHEREAS, OCSD owns and operates the local wastewater collection and conveyance system, encompassing approximately 170 linear miles of sewer lines and serving more than 18,000 connections, within the area known as Service Area 7, which area is more particularly identified in Exhibit "A" attached hereto and incorporated herein by reference; WHEREAS, OCSD desires to transfer to EOCWD: (a) its ownership of certain local sanitary sewer lines and appurtenant facilities located in Service Area 7 ("Local Sewer Facilities"), which are more particularly described and delineated in attachments 1 and 2 of Exhibit 'B" attached hereto and incorporated herein by reference, and (b) the responsibility for providing local sewer service to Service Area 7; WHEREAS, EOCWD desires to acquire ownership and assume responsibility for the Local Sewer Facilities and to accept responsibility for providing local sewer service to Service Area 7; WHEREAS, the transfer of ownership in and the assumption of responsibility for the Local Sewer Facilities to EOCWD will require the approval of the Orange County Local Agency Formation Commission ("LAFCO"); and WHEREAS, following the transfer to EOCWD of the Local Sewer Facilities, OCSD shall retain its power to provide regional sewer service within the entirety of Service Area 7. Page 1 of 12 972720.3 Return to Mende Report AGREEMENT NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows: 1. Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement. 2. Cooperation. a. OCSD and EOCWD shall work cooperatively to complete the successful transfer from OCSD to EOCWD of the Local Sewer Facilities and the assumption of responsibility for ongoing operation and maintenance of the Local Sewer Facilities by EOCWD by no later than December 1, 2014. Both Parties shall execute any further documents consistent with the terms of this Agreement, including documents in recordable form, necessary or appropriate to fulfill the obligations imposed by this Agreement. 3. LAFCO Proposal. a. Initiation of Proceedings. EOCWD shall, within one month (30 days) from the Effective Date, initiate proceedings under the Cortese-Knox- Herzberg Local Government Reorganization Act of 2000, as amended, Government Code section 56000, et seq., requesting LAFCO approval of a reorganization proposal (the "Proposal"). The resolution of application enacted by EOCWD and submitted to LAFCO shall propose that LAFCO's approval of the Proposal shall be subject to the terms and conditions of this Agreement. EOCWD shall be solely responsible for the direct costs incurred in connection with the initiation and processing of the Proposal, and LAFCO approval thereof, including without limitation any LAFCO deposits, application or processing fees, and the cost of preparing any legal descriptions, boundary surveys or maps. The Proposal shall consisting of the following: i. The activation of EOCWD's latent powers for the provision of local retail sewer service; ii. A sphere of influence amendment and the annexation of certain territory within Service Area 7 that is not within the current boundaries of EOCWD; and iii. A proposal by EOCWD to provide a new or different service — "local" sewer service—within the entirety of Service Area 7. b. Letter of Support. OCSD shall cooperate with EOCWD and use its best efforts to support the Proposal in accordance with the terms of this Agreement. OCSD shall, within 45 days of EOCWD's filing of the Proposal with LAFCO, file with LAFCO a formal Letter of Support in favor of the Proposal Page 2 of 12 972720.3 Return to Mende Report executed by the General Manager ("Letter of Support"). The Letter of Support shall propose that LAFCO's approval of the Proposal shall be subject to the terms and conditions of this Agreement. OCSD shall execute such documents and take such other actions to support and facilitate the processing of the Proposal as may be reasonably requested by EOCWD, provided such actions shall not result in any cost or expense to OCSD (other than overhead and employee staff time). C. Continuing Support for Proposal. The Parties agree to support and not oppose the Proposal before and after it is initiated. Specifically, OCSD and EOCWD will cooperate and consult with one another in responding to questions and inquiries from LAFCO, the public and the press, appear in support of the Proposal at LAFCO hearings, and cooperate on a joint response in the event that LAFCO or LAFCO staff propose to alter the Proposal. Furthermore, OCSD agrees that, prior to December 1, 2014, or such earlier time as the LAFCO proceedings have been completed or disapproved, it will not engage in negotiations with other entities regarding the transfer of the Local Sewer Facilities. Both Parties shall support the conditioning of LAFCO's approval of the Proposal on the performance of the terms and conditions of this Agreement. If LAFCO or LAFCO staff propose an alteration to the Proposal that diverges from the terms and conditions of this Agreement, either Party may oppose the alteration, and if necessary, withdraw its support, and actively oppose LAFCO's approval of the Proposal. d. Public Outreach. EOCWD desires to proactively inform the ratepayers within Service Area 7, and the general public, of the Proposal and the process for implementing it, including opportunities for public involvement. In furtherance of that desire, OCSD agrees to provide EOCWD with a mailing list of the property owners in Service Area 7 (consistent with the format used for Proposition 218 notifications) in an Excel spreadsheet or an Access compatible (SOL) database format within 30 days of EOCWD's submittal of an application to LAFCO. In the written materials, EOCWD shall accurately and fairly describe the Proposal and may indicate that the Proposal is jointly proposed and supported by EOCWD and OCSD. EOCWD shall provide OCSD an opportunity to review and approve the written material it intends to mail to the property owners in Service Area 7 prior to such mailing. OCSD shall approve, or request changes to, the written materials within ten days of receipt. If OCSD fails to approve or request revisions within 10 days, it shall be deemed to have approved the materials. OCSD shall approve, or request changes to, revised written materials that incorporate or respond to OCSD's requests for changes within 5 days of receipt, or the materials shall be deemed approved. All costs of producing such material and mailing it will be paid by EOCWD. e. Tax Exchange Negotiations and Consultations. The Parties shall cooperate in seeking to have the Board of Supervisors adopt a property tax exchange resolution pursuant to Revenue and Taxation Code section 99 exchanging property tax from OCSD to EOCWD. The Parties agree that in the Page 3 of 12 972720.3 Return to Mende Report tax exchange negotiation and consultation process they will jointly support and advocate for having all of the property tax associated with the Local Sewer Facilities be exchanged from OCSD to EOCWD. In Fiscal Year 2012/13, the estimated property tax collected for the local sewers was [$_,_.00]. f. Local Sewer Service User Fee. i. OCSD's Annual Local Sewer Service User Fee ("the Fee") shall be continued and following the effective date, to the extent feasible, shall be collected by EOCWD rather than by OCSD. OCSD collects the Fee by including reporting it to the County of Orange, which collects it on the property tax roll, and EOCWD intends to do the same. Should it not be feasible, due to statutory or County requirements, for responsibility for collection of the Fee for the 2014-2015 fiscal year to be transferred to EOCWD, OCSD shall account for and promptly transmit any such revenues it receives from the County that are attributable to the Fee imposed in Service Area 7 for the 2014-2014 fiscal year. OCSD shall rescind the Fee, as it pertains to the Local Sewer Facilities, by no later than July 1, 2015, or at such earlier time as EOCWD may enact its own local sewer service userfees. ii. EOCWD shall indemnify, defend and hold harmless, OCSD, its officers, directors, employees and agents from and against any and all claims, actions, damages, liabilities, and expenses (including attorney's fees and reasonable expenses for litigation or settlement) in connection with or arising out of OCSD's assessment, distribution, and collection of the Fees, including without limitation any such claims asserting that the collection and transfer of the Fee by OCSD to EOCWD violates Proposition 218. 4. Transfer of Local Sewer Facilities. a. Upon the effective date of LAFCO's approval of the Proposal and the requested reorganization ("Date of Reorganization"), EOCWD shall accept ownership of the Local Sewer Facilities and all maintenance responsibilities, as well as the responsibility for all sewer spill notification, reporting, and related regulatory activities. Furthermore, EOCWD shall negotiate, execute and maintain its own contracts with third-party contractors for line- cleaning, CCTV, rehabilitation, repairs and replacement, engineering consultants, and similar services, and directly pay all costs for such contracts. b. Prior to the Date of Reorganization, EOCWD shall fully execute and deliver to OCSD the Quitclaim Deed, attached hereto as Exhibit "B", transferring ownership of the Local Sewer Facilities from OCSD to EOCWD. C. Within five (5) business days following the Date of Reorganization, OCSD shall submit the Quitclaim Deed for recordation in the Official Records, Orange County California. Upon recordation, OCSD shall transmit a conformed copy of the Quitclaim Deed to EOCWD. Page 4 of 12 972720.3 Return to Mende Report d. Within five (5) business days following the Date of Reorganization, OCSD shall transfer to EOCWD $10,000,000.00 (ten million dollars) via wire transfer of the Annual Sewer Service User Fee reserves attributable to the Local Sewer. e. On July 1, 2018, OCSD shall transfer to EOCWD $15,000,000.00 (fifteen million dollars) via wire transfer, representing the remainder of the Annual Sewer Service User Fee reserves attributable to the Local Sewer Facilities. f. Upon the Date of Reorganization, OCSD shall transfer ownership of the following vehicles to EOCWD: (a) a 2000 Sterling Vector (OCSD vehicle 470, California license number 1067492, vehicle identification number (VIN) 2FZ6BJBB81AH61833), and (b) a 1995 FE42 Volvo Hydroflusher truck (OCSD vehicle 396, California license number 356619, vehicle identification number (VIN) 4V52AFHDOSR474402). These vehicles shall be provided to EOCWD "as is" and with no warranties or representations whatsoever as to the condition of the vehicle, or the suitability of the vehicle for any purpose. EOCWD hereby acknowledges that it has/will be granted the opportunity to inspect the vehicles and their maintenance records and has/will do so prior to the Date of Reorganization. g. On or prior to the Date of Reorganization, OCSD shall allow EOCWD to review, reference and utilize OCSD established specifications for line-cleaning, CCTV, rehabilitation, repairs and replacement, and similar services, as mutually agreed by the Parties. 5. Environmental Review. EOCWD shall act as lead agency for purposes of the Proposal, and shall be solely responsible for the preparation of all environmental documentation required pursuant to the California Environmental Quality Act ("CEQA"). 6. Term. This Agreement shall commence on the Effective Date and continue in full force and effect through December 1, 2014. The Parties may mutually agree in writing to extend the term of this Agreement. The Agreement shall automatically terminate if LAFCO disapproves the Proposal. 7. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be personally delivered, sent by registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by electronic transmission, and shall be deemed received upon the earlier of: (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be Page 5 of 12 972720.3 Return to Mende Report confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or other communications shall be addressed as follows: To OCSD: Orange County Sanitation District 10844 Ellis Avenue Post Office Box 8127 Fountain Valley, CA 92708-7018 Attn: General Manager To EOCWD: East Orange County Water District 185 North McPherson Road Orange, CA 92869-3720 Attn: General Manager Either Party may from time to time, by written notice to the other, designate a different address and/or person which shall be substituted for the one above specified, and/or specify additional parties to be notified. 8. Jurisdiction. In the event of a dispute regarding performance or interpretation of this Agreement, the venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of California for Orange County. 9. Governing Law. This Agreement shall be governed by the laws of the State of California. 10. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between the Parties pertaining to the subject matter thereof. 11. Waiver. A waiver of a breach of the covenants, conditions or obligations under this Agreement by either Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions or obligations of this Agreement. 12. Modification. Alteration, change or modification of this Agreement shall be in the form of a written amendment, which shall be signed by each Party. 13. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be invalid under the applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of that provision, or the remaining provisions of this Agreement. 14. No Obligation to Third Parties. Execution and delivery of this Agreement shall not be deemed to confer any rights upon others, directly, indirectly or by way of subrogation, and shall not obligate either of the Parties Page 6 of 12 972720.3 Return to Mende Report hereto to any person or entity other than each other and their respective affiliates. 15. Successors. This Agreement and the provisions contained herein shall be binding upon and inure to the benefit of OCSD, EOCWD, and their respective heirs, executors, administrators, personal representatives, successors and assigns. 16. Indemnification. a. EOCWD shall indemnify, defend and hold harmless OCSD, its officers, directors, employees and agents from and against any and all claims, actions, damages, liabilities and expenses (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damage, including death, bodily injury or damage to or loss of use of property, caused by negligent acts or omissions or willful misconduct by the EOCWD, its officers, directors, employees and agents in connection with or arising out of the performance of this Agreement. b. OCSD shall indemnify, defend and hold harmless EOCWD, its officers, directors, employees and agents from and against any and all claims, actions, damages, liabilities and expenses (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damage, including death, bodily injury or damage to or loss of use of property, caused by negligent acts or omissions or willful misconduct by OCSD, its officers, directors, employees and agents in connection with or arising out of the performance of this Agreement. 17. OCSD Board of Directors. The Parties acknowledge that nothing contained herein shall entitle EOCWD to a seat on the OCSD Board of Directors, and that any such change would require an amendment to Health and Safety Code section 4730.65, which governs the composition of the OCSD Board of Directors. 18. No Warranty of Title or Condition. OCSD makes not warranty or representation of any kind regarding its title to the Local Sewer Facilities, the condition of the Local Sewer Facilities, or the suitability of the Local Sewer Facilities for any purpose. EOCWD has been granted an opportunity to fully inspect the Local Sewer Facilities and has done so as of the Effective Date. EOCWD accepts the Local Sewer Facilities "as is". 19. Authorization. Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Agreement and that such execution is binding upon the entity for which he or she is executing this document. [SIGNATURES ON FOLLOWING PAGEI Page 7 of 12 972720.3 Return to Mende Report IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set forth below. ORANGE COUNTY SANITATION DISTRICT By Date James D. Herberg, General Manager ATTEST: Maria Ayala Clerk of the Board APPROVED AS TO FORM: Brad Hogin General Counsel EAST ORANGE COUNTY WATER DISTRICT By Date William VanderWerff President of the Board of Directors ATTEST: APPROVED AS TO FORM: Joan Arneson General Counsel Page 8 of 12 972720.3 Return to Aaenda Reoorl EXHIBIT "A" SERVICE AREA 7 1 ` Page 9 of 12 9727M.3 Return to Mende Report EXHIBIT "B" QUITCLAIM DEED Page 10 of 12 9]27N.3 Return to Mende Report Attachment 1 of Exhibit B Page 11 of 12 9]27M.3 Return to Mende Report Attachment 2 of Exhibit Page 12 of 12 9]27M.3 Return to Mende Report [On OCSD Letterheadl [Date] Ms. Susan Wilson,Chair Orange County LAFCO 12 Civic Center Plaza Room 235 Santa Ana, CA. 92701 RE: Letter in Support of East Orange County Water District Reorganization Application Dear Chair Wilson, On behalf of the Orange County Sanitation District ("OCSD"), I am sending this letter to you, with copies to the CC LAFCO commissioners, to express OCSD's support of the East Orange County Water District("EOCWD")Reorganization Application. The OCSD Five-Year Strategic establishes as a goal the transfer back to cities and sanitary districts local sewer assets that are not serving a true regional purpose. In furtherance of this goal, OCSD has negotiated an agreement to transfer its ownership of local sewer lines and appurtenant facilities located in OCSD Service Area 7 to EOCWD. The terms and conditions applicable to the proposed transfer are memorialized in the Local Sewer Facilities Transfer Agreement ("Transfer Agreement") entered into between OCSD and EOCWD on 2014. Again, on behalf of OCSD, I urge CC LAFCO to approve the EOCWD Reorganization Application, and ask that such approval incorporate the Transfer Agreement terms and conditions. Very truly yours, James D. Herberg, General Manager cc: CC LAFCO Commissioners 981017.1 Return to Mende Report RECORDING REQUESTED BY: Orange County Sanitation District Attn: Clerk to the Board 10844 Ellis Avenue Fountain Valley, CA 92708 Exempt from recortling tee per Govemment Code§§6103 and 27363 (SPACE ABOVE THIS LINE FOR RECORDER'S USE) Documentary Trensfer Tax Exempt per Rev 6 Tax Code§11922 QUITCLAIM DEED FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District organized under the laws of the State of California ("GRANTOR"), does hereby release, remise, and quitclaim to the EAST ORANGE COUNTY WATER DISTRICT, a County Water District organized under the laws of the State of California ("GRANTEE"), all its right, title and interest in the real property, sewer lines and appurtenant sewer facilities described and depicted in Attachment "1" and shown visually in Attachment "2", appended hereto and made a part hereof (collectively, "Local Sewer Facilities") SUBJECT TO THE FOLLOWING DISCLAIMER: No Warranty of Title or Condition Grantor makes no warranty or representation of any kind regarding its title to the Local Sewer Facilities, the condition of the Local Sewer Facilities or the suitability of the Local Sewer Facilities for any purpose. Grantee has been granted an opportunity to fully inspect the Local Sewer Facilities and has done so. Grantee accepts the Facilities "as is". IN WITNESS WHEREOF, this Quitclaim Deed has been executed by the Parties hereto. [Signatures on the following page.] 953408.2 Return to Mende Report EAST ORANGE COUNTY WATER DISTRICT By: Printed Name: William VanderWerff Title: President of the Board of Directors Date: EAST ORANGE COUNTY WATER DISTRICT By: Printed Name: Joan Arneson Title: Secretary Date: ORANGE COUNTY SANITATION DISTRICT By: Printed Name: Troy Edgar Title: Chair of the Board of Directors Date: ORANGE COUNTY SANITATION DISTRICT By: Printed Name: Maria E. Ayala Title: Clerk of the Board Date: 953408.2 Return to Mende Report ATTACHMENT "1rr Description of Local Sewer Facilities 953408.2 Return to Mende Report ATTACHMENT "2" Visual Depiction of Local Sewer Facilities 953408.2 Return to Mende Report LOCAL SEWER FACILITIES TRANSITIONAL SERVICES AGREEMENT THIS LOCAL SEWER FACILITIES TRANSITIONAL SERVICES AGREEMENT ("Agreement') is made this _ day of , 2014 ("Effective Date") by and between the ORANGE COUNTY SANITATION DISTRICT ("OCSD"), a duly organized County Sanitation District existing pursuant to California Health and Safety Code section 47000 et seq., and the EAST ORANGE COUNTY WATER DISTRICT ("EOCWD"), a duly organized County Water District existing pursuant to California Water Code section 30000 at seq. OCSD and EOCWD are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as "Parties". RECITALS WHEREAS, Pursuant to the Local Sewer Facilities Transfer Agreement by and between the Parties dated 2014, OCSD agreed to transfer to EOCWD its ownership of certain local sanitary sewer lines and appurtenant facilities located in Service Area 7 ("Local Sewer Facilities"), which are more particularly described and delineated in Exhibit"A" attached hereto and incorporated herein by reference; WHEREAS, EOCWD has agreed to acquire ownership and assume responsibility for the ongoing operation and maintenance of the Local Sewer Facilities; WHEREAS, Orange County Local Agency Formation Commission approval of a reorganization proposal is necessary to perfect the transfer of the Local Sewer Facilities ("LAFCO Approval'); WHEREAS, upon transfer of the Local Sewer Facilities to EOCWD, OCSD is willing to provide EOCWD, on a fee for service basis, technical assistance and other staff resources to assist EOCWD assume responsibility for the ongoing operation and maintenance of the Local Sewer Facilities ("Transitional Services"); and WHEREAS, EOCWD is willing to reimburse OCSD, on a fee for service basis, for the provision of such Transitional Services. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows: 1. Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement. Page 1 of 6 967209.1 Return to Mende Report 2. Provision of Transitional Services by OCSD. Upon the effective date of the LAFCO Approval, and the successful transfer of the Local Sewer Facilities, OCSD shall provide Transitional Services to EOCWD as follows: a. As may be requested by EOCWD, OCSD shall assist EOCWD in developing a maintenance schedule for the Local Sewer Facilities or relinquish OCSD's current schedule. b. As may be requested by EOCWD, OCSD shall provide its expertise and training for the EOCWD's evaluation of current "trouble spots" in the sanitary sewer collection system and clean them until _, 20_, or until such earlier time as the EOCWD will have established its own crew. C. OCSD shall provide emergency "call-out" response services and training, as needed, to EOCWD employees for first response during a possible SSO until January 1, 2015, or until such earlier time as the EOCWD will have established its own crew. d. OCSD shall provide Fats, Oils and Grease (FOG) program oversight and enforcement until _, 20_, or until such earlier time as the EOCWD can acquisition staff for the program. 3. EOCWD's Specific Obligations. a. EOCWD shall assign no less than one EOCWD employee to respond to call-outs and join in first response with OCSD during a possible SSO for training purposes. b. EOCWD shall assign no less than one EOCWD employee to accompany OCSD during cleaning of sanitary sewer collection "trouble spots." C. EOCWD shall reimburse OCSD per the Fee Schedule, as may be amended annually by OCSD, attached hereto at Exhibit "A", and incorporated herein, for the provision of any Transitional Services provided by OCSD to EOCWD pursuant to this Agreement. 4. Timing of Reimbursement. OCSD shall perform quarterly accountings to determine the amount owed by EOCWD pursuant to this Agreement on the W of July and October 20, and January _. Upon completion of each accounting, an invoice, along with the accounting or a summary thereof, shall be submitted to EOCWD for the amount due, which amount shall be paid within forty-five (45) days of receipt of billing. All such amounts are delinquent if unpaid sixty (60) days after the date of invoice. Any charge that becomes delinquent shall have added to it a penalty in accordance with the following: Page 2 of 6 967209.1 Return to Mende Report a) Sixty-one (61) days after date of invoice, a basic penalty of ten percent (10%) of the base invoice amount, not to exceed a maximum of$1,000.00; and b) A penalty of one and one-half percent (1.5%) per month of the base invoice amount and basic penalty shall accrue from and after the sixty-first (61 st) day after date of invoice. Notwithstanding the foregoing, in the event EOCWD disputes any of the charges upon inspection of the quarterly OCSD invoice, EOCWD shall promptly notify OCSD in writing and shall pay the undisputed charges in accordance with this Section 5. No penalty shall be imposed on the disputed amounts until the Parties have resolved the dispute. 5. Independent Contractors. The Parties' relationship to each other in the performance of this Agreement is that of independent contractors. OCSD's personnel performing services under this Agreement shall at all times be under OCSD's exclusive direction and control and shall be employees of OCSD and not employees of EOCWD. EOCWD's personnel performing services under this Agreement shall at all times be under EOCWD's exclusive direction and control and shall be employees of EOCWD and not employees of OCSD. 6. Agents. Any contractor or subcontractor performing work in connection with the work described herein on behalf of either Party shall be conclusively deemed to be the servant and agent of each respective Party for whom the work is being performed. 7. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be personally delivered, sent by registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by electronic transmission, and shall be deemed received upon the earlier of: (1) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) three (3) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by electronic transmission. Any notice, request, demand, direction, or other communication sent by electronic transmission must be confirmed within forty-eight (48) hours by letter mailed or delivered. Notices or other communications shall be addressed as follows: Page 3 of 6 %7209.1 Return to Mende Report To OCSD: Orange County Sanitation District 10844 Ellis Avenue Post Office Box 8127 Fountain Valley, CA 92708-7018 Attn: General Manager To EOCWD: East Orange County Water District 185 North McPherson Road Orange, CA 92869-3720 Attn: General Manager Either Party may from time to time, by written notice to the other, designate a different address and/or person which shall be substituted for the one above specified, and/or specify additional parties to be notified. 8. Jurisdiction. In the event of a dispute regarding performance or interpretation of this Agreement, the venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of California for Orange County. 9. Term and Termination. This Agreement shall expire _, 20_ unless earlier terminated. The Parties may mutually agree in writing to extend the term of this Agreement. Either Party may terminate this agreement for any reason by providing thirty (30) days written notice to the other Party. 10. Governing Law. This Agreement shall be governed by the laws of the State of California. 11. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between the Parties pertaining to the subject matter thereof. 12. Waiver. A waiver of a breach of the covenants, conditions or obligations under this Agreement by either Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions or obligations of this Agreement. 13. Modification. Alteration, change or modification of this Agreement shall be in the form of a written amendment, which shall be signed by each Party. 14. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be invalid under the applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of that provision, or the remaining provisions of this Agreement. 15. No Obligation to Third Parties. Execution and delivery of this Agreement shall not be deemed to confer any rights upon others, directly, indirectly or by way of Page 4 of 6 967209.1 Return to Mende Report subrogation, and shall not obligate either of the Parties hereto to any person or entity other than each other and their respective affiliates. 16. Successors. This Agreement and the provisions contained herein shall be binding upon and inure to the benefit of OCSD, EOCWD, and their respective heirs, executors, administrators, personal representatives, successors and assigns. 17. Indemnification. a. EOCWD shall indemnify, defend and hold harmless OCSD, its officers, directors, employees and agents from and against any and all claims, actions, damages, liabilities and expenses (including attorneys fees and reasonable expenses for litigation or settlement) for any loss or damage, including death, bodily injury or damage to or loss of use of property, caused by negligent acts or omissions or willful misconduct by the EOCWD, its officers, directors, employees and agents in connection with or arising out of the performance of this Agreement. b. OCSD shall indemnify, defend and hold harmless EOCWD, its officers, directors, employees and agents from and against any and all claims, actions, damages, liabilities and expenses (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damage, including death, bodily injury or damage to or loss of use of property, caused by negligent acts or omissions or willful misconduct by OCSD, its officers, directors, employees and agents in connection with or arising out of the performance of this Agreement. 18. Authorization. Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Agreement and that such execution is binding upon the entity for which he or she is executing this document. [SIGNATURES ON FOLLOWING PAGE] Page 5 of 6 %7209.1 Return to Mende Report IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set forth below. ORANGE COUNTY SANITATION DISTRICT By Date James D. Herberg, General Manager ATTEST: Maria Ayala Clerk of the Board APPROVED AS TO FORM: Brad Hogin General Counsel EAST ORANGE COUNTY WATER DISTRICT By Date William VanderWerff President of the Board of Directors ATTEST: APPROVED AS TO FORM: Joan Arneson General Counsel Page 6 of 6 967209.1 Return to Mende Report EXHIBIT "A" FEE SCHEDULE OCSD Employee Title or Functional Unit* Billing Rate Monthly FOG Program Costs $9,350/month Hourly Sewer Linef'Trouble Spot" Cleaning Crew Cost— Regular $200/hr. Time Hourly Emergency Call-Out* 2-Man Crew Cost —Overtime $300/hr. *OCSD shall be under no obligation to provide the above-referenced services to EOCWD beyond _, 20_. **Emergency Call-Out requires a minimum of three Overtime Hours per Emergency Response to Sanitary Sewer Overflows or other Emergency Responses(3 X$300= $900). 967209.1 Return to Agenda Report 3143 3144L453146 3147 3148 3149 3150 315....E 1 J152 3243 3244 3245 3246 3247„r_ 9 L3248 3249 3250 3251 3262 aOrp 4`+i•as�i'aia�s• Tq F OOGRQ WOE 3343 3344 3345 3346 3347 3348" 3349 3310 3359T 3352 3443 3444 3445.. 3.4Z49 3447 3,148 3449 34W 4G1 3452 tii t v 1 3545€ 3646 3547 3518 /35,19 3550 3551 3552 � O 3643 36,11 3615 3646 7C17 A348 3649 3650 3f 3662 3743 3744 3745 1�] 374.:, 3718 3'7,19 3750 �V51 3752 -3 43 38d - !,-u tb� 384 cMyv8 3849 3650 3851 3852 r Ns </ 3943 3944 "3945 3946 /3949 3950 3951 3952 4043 —4044 4045 40n6 4047 4048 4049 4060 4051 4052 4143 4144 4145 '1146 4147 4148 Local Service Area 7 Sewer Transfers - 4243 A244> 4245 4246 0QTY0 qg Key Map pc���ac ff4343 ,1344 4345 4346 4347 4348 S EXHIBIT B Return to Mende Report Estimated Timeline (prepared 1211212013) East Orange County Water District Reorganization TASK RESPONSIBLE PARTY COMPLETION DATE Submit LAFCO Application • District resolutions(EOCWD and OCSD) Applicant 1/22/2013 • Application and filing fees • Plan of Services • CEOA:timeline assumes a NOE; if ND or Mitigated ND used,timeline may be extended Application Status Letter,AB 8 Letter and Preliminary LAFCO 2/11/2014 Staff Report(PSR)issued EOCWD submits Map and Legal Description to LAFCO Applicant Mid-March 2014 (includes review and approval by County Surveyor) Assessor issues report to Auditor identifying TRAs and Assessor 3/30/2014 AV Auditor issues report identifying amount of negotiable Auditor Mid-May 2014 property tax County adopts property tax resolution on behalf of both County 6/17/2014 EOCWD and OCSD If application complete, EO issues Certificate of Filing LAFCO 6/30/2014 and sets a hearing date Preparation of staff report, resolution LAFCO June 2014 Public hearing notice LAFCO June 6,2014 LAFCO hearing LAFCO July 9,2014 Request for reconsideration LAFCO July 10,2014— August 11, 2014 Period of protest (assumes 45-day protest period) LAFCO August 14,2014— September 29, 2014 Protest hearing date LAFCO September 29, 2014 Tabulate protest(if any) LAFCO September 29— October3, 2014 Recordation' LAFCO October 6,2014 'Timeline can be delayed If:(1)a competing application is filed, (2)an interested party files a request for reconsideration(requiring a second LAFCO hearing date);(3)sufficient protest is filed to push the proposal to an election. OPERATIONS COMMITTEE Meeting Date To Ba.of Dlr. os/14 AGENDA REPORT Item number Item Numbe 6 Orange County Sanitation District FROM: Ed Torres, Operations and Maintenance Manager Originator: Jim Spears, Operations Manager SUBJECT: QUARTERLY ODOR COMPLAINT REPORT GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY During the second quarter of FY 13-14 Plant 1 and Plant 2 each had 6 odor complaints attributable to OCSD and there were no odor complaints attributable to the collections system. PRIOR COMMITTEE/BOARD ACTIONS None ADDITIONAL INFORMATION CEQA N/A BUDGET/DELEGATION AUTHORITY COMPLIANCE N/A ATTACHMENT The following attachment(s) are provided in hard copy and may be viewed on-line at the OCSD website (www.ocsd.conn with the complete agenda package and attachments: • Fiscal Year 13-14 Second Quarter Odor Complaint Summary Page 1 of 1 Fiscal Year 13-14 2n°Quarter 1. Plant 1 Treatment Facility Odor Complaint Summary Plant 1 received 6 attributable odor complaints. The complaints can be attributed to digester cleaning, waste-hauler track activity, and odors produced by the Trickling Filters. In an effort to better define the source of the problem and improve public relations, The Public Information Office (PIO) and Operations met with a neighbor who on two occasions had expressed concerns to our Board of Directors. The neighbor participated in a sniff test which helped staff better identify the source of those odors. (PIO) and Operations Management will continue to evaluate sources of the odor and communicate OCSD efforts. 2. Plant 2 Treatment Facility Odor Complaint Summary Plant 2 received 6 attributable odor complaints. These complaints seem to be directly related to our new Trickling Filter process. Staff has identified several points of background odors generated by this process. The most significant odor being a "garlic smell" which is emitted from carbon scrubbers used to treat trickling filter odors. (PIO) and operations continue to work with nearby neighbors to better identify and mitigate odors. Staff has made several process adjustments to mitigate the odors with the most significant adjustment being the change out of the media in the carbon odor scrubbers. Staff will monitor the media for garlic odors and replace as needed. Due to the estimated frequency of carbon change out, Operations with support from Engineering staff have begun looking into alternative odor scrubbing technology. 3. Collection Facilities Odor Complaints—Second Quarter FY 13/14 OCSD received no odor complaints potentially due to the collection system. Based on our current upstream sewage conditioning program, our goal for level of service is 34 or fewer complaints caused by OCSD. 4. All Odor Complaints Tracking October 2013 to December 2013 2nd Qtr 1st Qtr FY Cumulative FY 13/14 13/14 FY 13/14 Collections Pi P2 Total Total Total Total Complaints 7 16 10 33 36 69 Received Complaints from 0 1 1 2 5 7 Employees Total Complaints 7 15 9 31 31 62 from Public: Attributable to 0 6 6 12 17 29 OCSD Unknown 1 1 1 3 7 10 Source/In House Not OCSD 6 9 3 is 12 30 OPERATIONS COMMITTEE Meeting Dare To ad.of Di, tyros/ia AGENDA REPORTItem Number Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Nick Kanetis, Director of Engineering SUBJECT: CONSTRUCTION PROJECTS IN THE COLLECTIONS SYSTEM GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY Staff will present an informational overview of ongoing and future construction projects in the collections system. PRIOR COMMITTEE/BOARD ACTIONS None. ADDITIONAL INFORMATION After several years of treatment plant expansion projects and facility upgrades to comply with the Secondary Treatment Consent Decree effort, the future for the Capital Improvement Program (CIP) includes a greater level of construction work for rehabilitation and replacement of underground sewers and pump stations throughout the communities of Orange County. The Orange County Sanitation District has started several new construction projects in the collections system as part of the Newport Beach program of projects, and additional projects are scheduled over the next few years in many other areas. Staff will provide an overview of the ongoing and future projects in the collections system and the efforts necessary to successfully plan and execute these projects and address the unique challenges and opportunities they bring. CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE N/A ATTACHMENT N/A Page 1 of 1 OPERATIONS COMMITTEE Meeting Dare To ad.of W. o2ro5/ia AGENDA REPORT Item Number Item Number e Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Administrative Services SUBJECT: ENTERPRISE ASSET MANAGEMENT— PLANNING AND SCHEDULING SOFTWARE GENERAL MANAGER'S RECOMMENDATION Information Only. SUMMARY Staff will present an informational overview of the Enterprise Asset Management — Planning and Scheduling software impacts on Maximo Asset Management software implementation. PRIOR COMMITTEE/BOARD ACTIONS July 2013 — Approved the Maximo Phase 3 implementation, migrate assets into Maximo. May 2012 — Approved the Maximo Phase 2 implementation, migrate inventory, and receiving functions into Maximo. October 2011 —Approved the Maximo Phase 1 implementation, needs assessment. ADDITIONAL INFORMATION The Orange County Sanitation District is installing Maximo, a new asset management system. At the same time, Operations and Maintenance is changing business processes to move to a planned and scheduled environment. This is a large effort that will increase efficiency and allow existing staff to complete tasks in less time. The planning and scheduling module available natively in Maximo is in its early release and lacks the functionality required of high-level functions required during this transition. The proposed solution will fully integrate with IBM-Maximo 7.5 and above. Staff will provide an overview of the project and describe the benefits Operations and Maintenance will achieve in using the new system. Page 1 of 2 CEQA N/A BUDGET/DELEGATION OF AUTHORITY COMPLIANCE N/A ATTACHMENTS N/A Page 2 of 2 ORANGE COUNTY SANITATION DISTRICT Agenda Terminology Glossary AQMD Air Quality Management District ASCE American Society of Civil Engineers BOO Biochemical Oxygen Demand CARB California Air Resources Board CASA California Association of Sanitation Agencies CCTV Closed Circuit Television CEQA California Environmental Quality Act CRWQCB California Regional Water Quality Control Board CWA Clean Water Act CWEA California Water Environment Association EIR Environmental Impact Report EMT Executive Management Team EPA U.S. Environmental Protection Agency FOG Fats, Oils, and Grease FSSD Facilities Support Services Department gpd Gallons per day GWR System Groundwater Replenishment System (also called GWRS) LOS Level of Service MGD Million gallons per day NACWA National Association of Clean Water Agencies NPDES National Pollutant Discharge Elimination System NWRI National Water Research Institute O&M Operations and Maintenance OCCOG Orange County Council of Governments OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCWD Orange County Water District OOBS Ocean Outfall Booster Station OSHA Occupational Safety and Health Administration POTW Publicly Owned Treatment Works ppm Parts per million RFP Request For Proposal RWQCB Regional Water Quality Control Board SARFPA Santa Ana River Flood Protection Agency SARI Santa Ana River Inceptor SARWQCB Santa Ana Regional Water Quality Control Board SAWPA Santa Ana Watershed Project Authority SCADA Supervisory Control and Data Acquisition system SCAP Southern California Alliance of Publicly Owned Treatment Works SCAQMD South Coast Air Quality Management District SOCWA South Orange County Wastewater Authority SSMP Sanitary Sewer Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board TDS Total Dissolved Solids TMDL Total Maximum Daily Load TSS Total Suspended Solids WDR Waste Discharge Requirements WEF Water Environment Federation WERF Water Environment Research Foundation 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. 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. 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 farm land 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 (DR) — the dilution at which the majority of the people detect the odor becomes the D(f for that air sample. Greenhouse gases — 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 (GWR) System — 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 the Orange County Sanitation District provides 70 million gallons a day of drinking quality water to replenish the local groundwater supply. Levels of Service (LOS)—Goals to support environmental and public expectations for performance. NOMA— N-Nitrosodimethylamine is an N-nitrosoamine suspected cancer-causing agent. It has been found in the Groundwater Replenishment System process and is eliminated using hydrogen peroxide with extra ultra-violet treatment. National Biosolids Partnership (NBP) — An alliance of the National Association of Clean Water Agencies (NACWA) and Water Environment Federation (WEF), with advisory support from the U.S. Environmental Protection Agency (EPA). NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation in order to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. Plume—A visible or measurable concentration of discharge from a stationary source or fixed facility. Publicly-owned Treatment Works (POTW)— Municipal wastewater treatment plant. Santa Ana River Interceptor (SARI) Line — A regional brine line designed to convey 30 million gallons per day (MGD) 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. Combined sewers carry both wastewater and urban run-off. 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. 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.