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HomeMy WebLinkAbout05-09-2018 Administratration Committee Meeting Agenda Orange County Sanitation District Wednesday, May 9, 2018 Regular Meeting of fhe 5:00 P.M. ADMINISTRATION Administration Building COMMITTEE Board Room 10844 Ellis Avenue Fountain Valle CA 714 593-7433 AGENDA CALL TO ORDER: PLEDGE OF ALLEGIANCE: DECLARATION OF QUORUM: (Clerk of the Board) PUBLIC COMMENTS: If you wish to address the Committee on any item, please complete a Speaker's Form (located at the table outside of the Board Room) and submit it to the Clerk of the Board or notify the Clerk of the Board the item number on which you want to speak. Speakers will be recognized by the Chairman and 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: The Consent Calendar Items are considered to be routine and will be enacted, by the Committee, after one motion, without discussion. Any items withdrawn from the Consent Calendar for separate discussion will be considered in the regular order of business. 1. APPROVAL OF MINUTES (Clerk of the Board) RECOMMENDATION: Approve Minutes of the April 11, 2018 Administration Committee Meeting. 2. IBM TIVOLI MAXIMO AND WEBSPHERE (ENTERPRISEONE) ANNUAL SUBSCRIPTION AND SUPPORT (Lorenzo Tyner) RECOMMENDATION: A. Approve an Annual Purchase Order Contract with Dataskill, Inc. for the Renewal of Software Licensing and Maintenance Agreement for IBM Maximo and WebSphere, for an amount not to exceed $167,676; and B. Approve a contingency of$16,768 (10%). 05/09/2018 Administration Committee Agenda Page 1 of 5 3. GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST (Lorenzo Tyner) RECOMMENDATION: Recommend to the Board of Directors to: A. Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of January 1, 2018 to March 31, 2018; and B. Approve the following additions to the pre-approved OEM Sole Source List for the period of January 1, 2018 to March 31, 2018: • DRESSER-RAND/SIEMENS - Assessment and Repairs of Steam Turbines • FLUID COMPONENTS INTERNATIONAL (FCI) - Gas Flowmeters • JOHNSON MATTHEY SEC - Selective Catalytic Reduction (SCR) Catalyst Units • MCCROMETER - McCrometer MW510 Flowmeters • MET-PRO TECHNOLOGIES DBA HEE/DUALL - Trickling Filter Fans • PROMINENT FLUIDCONTROLS (PFC)-ProcessMeteringPumpsand Drive Assemblies • RINCON TRUCK CENTER - Diagnostics and Repairs of Diesel Engine Trucks • SMARTCOVER SYSTEMS - Repair, Relocation, and Renewals of SmartCovers • E&M ELECTRIC & MACHINERY dba WONDERWARE WEST - Historian for SCADA system (Replaces STANDARD AUTOMATION dba WONDERWARE WEST - Name change of an already approved Sole Source vendor) 4. REQUEST FOR FUNDING —WASTEWATER FLOW & LOADING STUDY (Lorenzo Tyner) RECOMMENDATION: Recommend to the Board of Directors to: Approve the Orange County Sanitation District's on-going participation in the California Association of Sanitation Agencies wastewater flow and loading study and the Participating Agency Contribution Pledge of$360,149. NON-CONSENT: 5. PHYSICAL SECURITY ACCESS SYSTEM UPGRADE (Lorenzo Tyner) RECOMMENDATION: Recommend to the Board of Directors to: A. Authorize an additional $256,165 to purchase order #105299 OB with Maxim Security Systems, Inc. utilizing Eastern Municipal Water District's (EMWD) Cooperative agreement#85939, for a total amount not to exceed 05/09/2018 Administration Committee Agenda Page 2 of 5 $591,165, in accordance with Ordinance No. OCSD47, Section 2.03(B) Cooperative Purchases; and B. Authorize an immediate purchase of hardware, software, and professional services to migrate from Lenel Facility Commander to Lenel OnGuard, for a total amount not to exceed $256,165. 6. CONSOLIDATED FINANCIAL REPORT FOR THIRD QUARTER ENDED MARCH 31, 2018 (Lorenzo Tyner) RECOMMENDATION: Recommend to the Board of Directors to: Receive and file the Orange County Sanitation District Third Quarter Financial Reportfor the period ended March 31, 2018. 7. SETTLEMENT AGREEMENT FOR CHARGES AND FEES OWED BY ONE INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE (Lorenzo Tyner) RECOMMENDATION: Recommend to the Board of Directors to: Approve the 24-month settlement agreement negotiated by the General Manager for the collection of charges owed for sanitary sewer service charges, plus interest of 6.5%, with LSW Enterprises, LLC, in a form approved by General Counsel. 8. SELECTION OF DISTRICT'S BANKING SERVICES MANAGER (Lorenzo Tyner) RECOMMENDATION: Recommend to the Board of Directors to: A. Adopt Resolution No. OCSD 18-XX, entitled "A Resolution of the Board of Directors of the Orange County Sanitation District, Authorizing the Establishment of Miscellaneous Banking Accounts, Establishing Policies Governing the Transactions Related Thereto, and Designating Employees to Act on the District's Behalf for Said Accounts; and Repealing Resolution No. OCSD 98-24"; and B. Approve the selection of Banc of California to provide comprehensive banking and cash management. The Agreement will continue until either party to the agreement provides at least sixty (60) days advance written notice of their intent to terminate to the other party. 05/09/2018 Administration Committee Agenda Page 3 of 5 9. TEMPORARY EMPLOYMENT SERVICES (Celia Chandler) RECOMMENDATION: Recommend to the Board of Directors to: A. Approve Service Contracts for Temporary Employment Services, Specification No. S-2018-92913D, for a 13-month period (June 1, 2018 through June 30, 2019) for a total amount not to exceed $1,429,400 with four (4) one-year annual renewal options (12-months) to the following: HB Staffing: General Staffing 220!1 Century Technologies Inc.: General Staffing Material and Contract Services Inc.: Contract Services Staff Today Inc.: General Staffing Harvest Technical Services Inc.: Engineering, Technical Staffing Project Partners Inc.: Engineering, Technical Staffing SoftHQ: General Staffing Advanced Resources LLC: General Staffing Diskriter Inc.: General Staffing B. Approve an annual contingency of$142,940 (10%); and C. Authorize the General Manager to add or remove staffing firms from the available pool as needed to meet work requirements identified by the Human Resources Department. 10. 2018-19 OPERATIONAL PROPERTY-LIABILITY INSURANCE RENEWALS (Celia Chandler) RECOMMENDATION: Recommend to the Board of Directors to: Approve not-to-exceed numbers, as follows, with the understanding that the Orange County Sanitation District's insurance broker will continue to negotiate with insurers to seek the lowest possible premiums prior to the expiration date of the current major insurance policies: • Excess liability insurance not to exceed $507,045. • Property and Boiler& Machinery not to exceed $847,800. • Earthquake insurance not to exceed $83,179. • Excess workers compensation insurance - a rate of $0.3153 per $100 of payroll, not to exceed $220,000. INFORMATION ITEMS: 11. CAPITAL IMPROVEMENT PROGRAM UPDATE FOR FY 2018-19 (Rob Thompson) 12. ORANGE COUNTY SANITATION DISTRICT COLLECTIONS, OPERATIONS, AND MAINTENANCE OF OCSD FACILITIES (Ed Torres) 05/09/2018 Administration Committee Agenda Page 4 of 5 DEPARTMENT HEAD REPORTS: CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS, IF ANY: ADJOURNMENT: The next Administration Committee meeting is scheduled for Wednesday, June 13, 2018 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 once at(714)593-7433 at least 72 hours prior to the scheduled meeting. Requests must specify the nature of the disability and the type of accommodation requested. Agenda Posting: In accordance with the requirements of California Government Code Section 54954.2,this agenda has been posted outside the main gate of the Sanitation District's Administration Building located M 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 Rem, 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. Agenda Description: The agenda provides a brief general description of each Rem of business to be considered or discussed. The recommended action does not indicate what action will be taken. The Board of Directors may take any action which is deemed appropriate. 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. Kelly A.Lore Clerk of the Board (714)593-7433 klomRocsd.00m For any questions on the agenda,Committee members may contact staff at: General Manager James Herberg (714)593-7300 Iheibero(docsd com Assistant General Manager Bob Ghirelli (714)593-7400 mhirellieocsd.com Assistant General Manager Rob Thompson (714)593-7310 uhomoson(ou)ocsd.corn Director of Finance and Lorenzo Tyner (714)593-7550 Itvner(alocsd.com Administrative Services Director of Human Resources Celia Chandler 714 593-7202 cchandler ocsd.com 05/09/2018 Administration Committee Agenda Page 5 of 5 ITEM NO. 1 MINUTES OF THE ADMINISTRATION COMMITTEE Orange County Sanitation District Wednesday, April 11, 2018 at 5:00 P.M. A regular meeting of the Administration Committee of the Orange County Sanitation District was called to order by Committee Chairman Wanks on April 11, 2018 at 5:00 p.m. in the Administration Building of the Orange County Sanitation District. Committee Chairman Wanke led the Flag Salute. A quorum was declared present as follows: COMMITTEE MEMBERS PRESENT: STAFF PRESENT: Chad Wanks, Chairman Jim Herberg, General Manager Peter Kim Bob Ghirelli, Assistant General Manager Al Krippner (Alternate) Rob Thompson, Assistant General Manager Richard Murphy Celia Chandler, Director of Human Resources Steve Nagel Jim Colston, Director of Environmental Glenn Parker Services Erik Peterson Ed Torres, Director of Operations & Teresa Smith Maintenance Greg Seboum, Board Chairman Lorenzo Tyner, Director of Finance & David Shawver, Board Vice-Chairman Administrative Services Kelly Lore, Clerk of the Board COMMITTEE MEMBERS ABSENT: Janine Aguilar Donald P. Wagner, Vice-Chairman Jennifer Cabral James Ferryman Rod Collins Sal Tinajero Rhea De Guzman Mike Dorman Marc Dubois Mark Esquer Al Garcia Stephanie Good Lina Hsiao Randall Kleinman Jackie Lagade Mark Manzo Laura Maravilla Riaz Moinuddin Jeff Mohr Andrew Nau Heather Park Ddaze Phuong Roya Sohanaki 04/11/2018 Administration Committee Minutes Page 1 d4 OTHERS PRESENT: Brad Hogin, General Counsel Dennis Mulqueeney, Alliant PUBLIC COMMENTS: None. REPORTS: General Manager Herberg did not provide a report. Committee Chairman Wanke did not provide a report. CONSENT CALENDAR: 1. APPROVAL OF MINUTES (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Approve Minutes of the March 14, 2018 Administration Committee Meeting. AYES: Kim, Krippner (Alternate), Murphy, Peterson, Seboum, T. Smith, and Wanke NOES: None ABSTENTIONS: None ABSENT: Ferryman, Nagel, Parker, Shawver, Tinajero, and Wagner 2. 2018 CONFLICT OF INTEREST CODE (Clerk of the Board) MOVED, SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: Adopt Resolution No. OCSD 18-XX entitled, "A Resolution of the Board of Directors of Orange County Sanitation District adopting a Conflict of Interest Code which supersedes all prior Conflict of Interest Codes and amendments previously adopted." AYES: Kim, Krippner (Alternate), Murphy, Peterson, Seboum, T. Smith, and Wanke NOES: None ABSTENTIONS: None ABSENT: Ferryman, Nagel, Parker, Shawver, Tinajero, and Wagner Board Vice-Chairman Shawver arrived at 5:03 p.m. 04/11/2018 Administration Committee Minutes Page 2 of 4 Item No. 4 was taken out of order by Committee Chairman Wanke. INFORMATION ITEMS: 4. STATUS OF 2018-19 PROPERTY-LIABILITY INSURANCE RENEWALS (Celia Chandler) Director of Human Resources Celia Chandler introduced Principal Staff Analyst Randall Kleinman and Senior Vice-President of Alliant Dennis Mulqueeney, who each provided a PowerPoint presentation with information regarding the organizational risk and comparisons of the District insurances and the 2018-19 Operational Insurance Renewals. Director Parker arrived at 5:10 p.m. Director Nagel arrived at 5:16 p.m. NON-CONSENT: 3. PROPOSED PURCHASING ORDINANCE NO. OCSD-XX (Lorenzo Tyner) Director of Finance and Administrative Services Lorenzo Tyner introduced Contracts & Purchasing Manager Marc Dubois, who presented an informative PowerPoint presentation and responded to questions regarding the proposed Ordinance and details of the changes. MOVED. SECONDED, AND DULY CARRIED TO: Recommend to the Board of Directors to: A. Introduce Ordinance No. OCSD-XX, entitled "An Ordinance of the Board of Directors of the Orange County Sanitation District Establishing Requirements and Procedures for the Purchase of Goods, Services, and Public Works Projects; and Repealing Ordinance No. OCSD-47"; B. Motion to read Ordinance No. OCSD-XX by title only and waive reading of said entire Ordinance on April 25, 2018; C. Set May 23, 2018 as the date for the second reading and adoption of Ordinance No. OCSD-XX; and D. Direct the Clerk of the Board to publish summaries of the Ordinance as required by law. AYES: Kim, Krippner (Alternate), Murphy, Nagel, Parker, Peterson, Sebourn, Shawver, T. Smith, and Wanke NOES: None ABSTENTIONS: None ABSENT: Ferryman, Tinajero, and Wagner DEPARTMENT HEAD REPORTS: None. 04/11/2018 Administration Committee Minutes Page 3 of CLOSED SESSION: None. OTHER BUSINESS AND COMMUNICATIONS OR SUPPLEMENTAL AGENDA ITEMS IF ANY: None. ADJOURNMENT: Committee Chairman Wanks declared the meeting adjourned at 5:46 p.m. to the next regularly scheduled meeting of Wednesday, May 9, 2018 at 5:00 p.m. Submitted by: Kelly A. Lore, MMC Clerk of the Board 04/11/2018 Administration Committee Minutes Page 4 of 4 ADMINISTRATION COMMITTEE Meeting Dare To ad.of oir. 05/09,18 — AGENDA REPORT Item Number Item Number z - Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: IBM TIVOLI MAXIMO AND WEBSPHERE (ENTERPRISEONE) ANNUAL SUBSCRIPTION AND SUPPORT GENERAL MANAGER'S RECOMMENDATION A. Approve an Annual Purchase Order Contract with Dataskill, Inc. for the Renewal of Software Licensing and Maintenance Agreement for IBM Maximo and WebSphere, for an amount not to exceed $167,676; and B. Approve a contingency of$16,768 (10%). BACKGROUND IBM Maximo was implemented in January 2015 and is used by Orange County Sanitation District's (Sanitation District) Operations and Maintenance in the lifecycle management of the treatment plants' physical assets. The product provides real-time visibility into asset performance and enables staff to proactively control and optimize asset performance. This includes improved asset and labor productivity, better optimization of maintenance resources, improved efficiency in inventory management, and prevention of asset failure. IBM WebSphere is a necessary software component of JD Edwards, our Financial Management system. To properly maintain and repair the Sanitation District facilities, the Information Technology (IT) division needs to purchase software support and maintenance as a service for IBM Maximo and IBM WebSphere software. Such requirements will help maintain our Enterprise Asset Management system (IBM Maximo) and the Financial Management system. The renewal and payment for software support and maintenance is executed on an annual basis. RELEVANT STANDARDS • Protect OCSD assets • Maintain a proactive asset management program • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • Maintain a culture of improving efficiency to reduce the cost to provide the current service level or standard • Meet volume and water quality needs for the GWRS Page 1 of 3 PROBLEM The annual software maintenance for IBM Maximo and IBM WebSphere will expire on June 30, 2018. Failure to renew the maintenance agreement will prevent the Sanitation District from accessing software support and necessary updates from IBM to enhance and correct any software issues that may cause interruption in service. PROPOSED SOLUTION Renew the annual software maintenance for IBM Maximo and IBM WebSphere before June 30, 2018. TIMING CONCERNS The renewal must be completed prior to June 30, 2018. RAMIFICATIONS OF NOT TAKING ACTION Not renewing the annual software maintenance will cause the Sanitation District to lose support and software enhancements from IBM. The Sanitation District would also need to repurchase all the software at a cost of more than a million dollars. PRIOR COMMITTEE/BOARD ACTIONS May 2017 - Approved an Annual Purchase Order Contract with Carahsoft Technology Corporation for the renewal of Software Licensing and Maintenance Agreement for IBM Maximo and WebSphere using GSA Contract GS35F0l 19Y, for an amount not to exceed $158,637; and approved a contingency of$15,864 (10%). ADDITIONAL INFORMATION For the upcoming year's renewal, the Sanitation District's Purchasing Division, in collaboration with the IT division, administered a bidding process for this purchase (Bid#S-2018-93213D), obtaining competitive sealed bids from vendors in accordance with Section 2.02 of the Sanitation District's Purchasing Ordinance. The Sanitation District received responses from Dataskill and Miracle Software Systems, Inc. The most responsive and responsible proposer was Dataskill, Inc., with the lowest bid of $167,676. Staff recommends selection of Dataskill, Inc. to provide IBM Tivoli Maximo and WebSphere (EnterpriseOne) annual subscription and support. CEQA N/A Page 2 d 3 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 3 of 3 ADMINISTRATION COMMITTEE Melting D310 TOBE.Of Dir. 05/09/18 05/23/18 AGENDA REPORT Item Item Number 3 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: GENERAL MANAGER APPROVED PURCHASES AND ADDITIONS TO THE PRE-APPROVED OEM SOLE SOURCE LIST GENERAL MANAGER'S RECOMMENDATION A. Receive and file Orange County Sanitation District purchases made under the General Manager's authority for the period of January 1, 2018 to March 31, 2018; and B. Approve the following additions to the pre-approved OEM Sole Source List for the period of January 1, 2018 to March 31, 2018: • DRESSER-RAND/SIEMENS - Assessment and Repairs of Steam Turbines • FLUID COMPONENTS INTERNATIONAL (FCI) - Gas Flowmeters • JOHNSON MATTHEY SEC - Selective Catalytic Reduction (SCR) Catalyst Units • MCCROMETER - McCrometer MW510 Flowmeters • MET-PRO TECHNOLOGIES DBA HEE/DUALL - Trickling Filter Fans • PROMINENT FLUID CONTROLS (PFC) - Process Metering Pumps and Drive Assemblies • RINCON TRUCK CENTER - Diagnostics and Repairs of Diesel Engine Trucks • SMARTCOVER SYSTEMS - Repair, Relocation, and Renewals of SmartCovers • E&M ELECTRIC & MACHINERY dba WONDERWARE WEST - Historian for SCADA system (Replaces STANDARD AUTOMATION dba WONDERWARE WEST- Name change of an already approved Sole Source vendor) BACKGROUND Staff provides the Administration Committee and the Board of Directors quarterly reports of General Manager approved purchases between $50,000 and $100,000, and additions to the pre-approved OEM Sole Source List. The list of additions to the pre-approved OEM Sole Source List displays the original equipment manufacturers (OEM)added this quarter that require sole source procurement to maintain, service, or replace equipment currently in operation at Orange County Sanitation District (Sanitation District)facilities because the parts and/or service can only be provided by the OEM or their designated representative. Page 1 of 3 RELEVANT STANDARDS • Quarterly Financial Reporting • Ensure the public's money is wisely spent PRIOR COMMITTEE/BOARD ACTIONS December 2016 - Minute Order 12(b) authorized the General Manager to ratify additions or deletions to the OEM Sole Source list on the General Manager's quarterly approved purchases agenda report. ADDITIONAL INFORMATION In accordance with Board purchasing policies, Sanitation District's Purchasing Ordinance, the General Manager has authority to approve purchases between $50,000 and $100,000. Below is a summary of General Manager approved purchases, in amounts exceeding $50,000, for the third quarter of fiscal year 2017-18: Vendor Name Amount Department Description/Discussion Preventive Maintenance, Inspection, and BEC BUILDING Administrative Repair of Fire Alarm Systems ELECTRONIC $65,000.00 Services 3/1/18 to 2128/19 CONTROLS INC Board Approved OEM Sole Source List M.O. 12/14/16, Item 12 COUNTY OF Reimbursement Agreement with OC Flood ORANGE- Control District for Fullerton Creek TREASURER, TAX $97,175.02 Engineering Channel Project COLLECT Board Approved Vendor Agreement M.O. 1/25/17, Item 10 EMERSON 3-Year Support of CSI 2130 Machinery PROCESS Administrative Health Analyzer MANAGEMENT $58,792.40 Services 2/1/18 to 1/31/21 LLLP Sole Source Justification 1890 Reason: Unique Product/Service Annual Renewal for EnfoTech iPACS ENFOTECH & Administrative Support and Services CONSULTING, INC. $68,968.00 Services 11/1/17 to 10/31/18 Board Approved OEM Sole Source List M.O. 12/14/16, Item 12 Page 2 d 3 Vendor Name Amount Department Descri tion/Discussion Repair Work on the CenGen Hot Water J R FILANC $9478400 Engineering Bracing at Plant 1 , . CONSTRUCTION Task Order Bid TOB-2018-913 of Master Service Contract S-2015-700-1 O'CONNELL Collections Infrastructure Improvements ENGINEERING & $82 800.00 Engineering at Plant 2 CONSTRUCTION Task Order Bid TOB-2018-917 of INC Master Service Contract S-2015-700-7 SAFETY Operations and Maintenance Safety COMPLIANCE $74 39530 Operations & Culture Assessment . MANAGEMENT, Maintenance 1/17/18 to 2/27/19 INC. Specification No. CS-2017-869 Purchase of 6 New Toshiba E-Studio TOSHIBA 5506ACT Printers BUSINESS $52,341.66 Administrative County of Orange Contract SOLUTIONS (USA) Services MA-031-1410046, INC in accordance with Ordinance OCSD-47, Section 2.03 (B) Cooperative Purchases 2-Year Maintenance of Trimble Unity Platform Licenses TRIMBLE $7560000 Administrative 419/18 to 4/8/2020 , . NAVIGATION LTD Services Sole Source Justification 1936 Reason: OEM Parts/Materials Available from Only One Source UNITED RIGGERS Provide and Install Machine Guards at AND ERECTORS, $81,253.00 Engineering Plants 1 and 2 INC. Task Order Bid TOB-2017-909 of Master Service Contract S-2015-700-5 UNITED RIGGERS Digester C Tent Lining Removal and AND ERECTORS, $88,239.00 Engineering Replacement of 5 Valves INC. Task Order Bid TOB-2018-924 of Master Service Contract S-2015-700-5 ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: N/A Page 3 of 3 ADMINISTRATION COMMITTEE Melting D310 TOBE.Of Dir. 05/09/18 05/23/18 AGENDA REPORT ItemNumber Item Number a Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: REQUEST FOR FUNDING —WASTEWATER FLOW & LOADING STUDY GENERAL MANAGER'S RECOMMENDATION Approve the Orange County Sanitation District's on-going participation in the California Association of Sanitation Agencies wastewater flow and loading study and the Participating Agency Contribution Pledge of$360,149. BACKGROUND The Orange County Sanitation District's (Sanitation District)goal has always been to fairly and equitably allocate the cost of wastewater management to all its customers in a cost- effective manner. Agencies throughout the state, including the Sanitation District, use engineering estimates of average loadings (wastewater flowrates and strength data according to use category)to proportionately allocate wastewater management costs and minimize administrative expense. Water suppliers have established more aggressive water conservation measures in response to drought conditions and, therefore, it is prudent to review the wastewater loadings at this time and update them, if necessary, to ensure that they accurately reflect current wastewater characteristics. California Association of Sanitation Agencies (CASA) has coordinated a statewide wastewater flow and loading study that is funded by participating sanitation agencies across the state. The cost of the study is shared amongst participating agencies in proportion to discharge volume. The estimated total cost of Phase 2A of the study is $2,572,495. The Sanitation District contributed $150,250 toward the cost of the initial RFP and Phase 1 of the study. In return, the Sanitation District is participating in structuring the study and will have access to the results of the study. CASA is now preparing for Phase 2A of the study and the Sanitation District's contribution is $360,149. Phase 2A consists of the expanded residential sampling study, the pilot non-residential sampling program, and a return to sewer/water consumption data analysis. These are included in the original contract as tasks requiring funding by each of the participating agencies. Due to additional agencies joining in the study, the Sanitation District's costs are lower than originally anticipated. Phase 2B is expected to be completed in fiscal year 2018-19. The contribution from the Sanitation District is expected to be approximately $300,000. Page 1 of 3 RELEVANT STANDARDS • Ensure the public's money is wisely spent PROBLEM Water suppliers have established more aggressive water conservation measures in response to drought conditions; therefore, it is prudent to review the wastewater loadings at this time and update them, if necessary, to ensure that they accurately reflect current wastewater characteristics. PROPOSED SOLUTION CASA has coordinated a statewide wastewater flow and loading study to be funded by participating sanitation agencies across the state. TIMING CONCERNS In order to move forward with Phase 2A of the wastewater flow and loading study, CASA needs the commitment from the Sanitation District no later than June 1 st RAMIFICATIONS OF NOT TAKING ACTION Without the commitment of the Sanitation District, the sampling pilot study will not be able to move forward and maintain the timeline that is needed to collect accurate flow and loading information. PRIOR COMMITTEE/BOARD ACTIONS June 2017- Board approved a contribution of$67,750 toward the cost of Phase 1 B of the flow and loading study ($67,750 was the actual amount spent). November 2016 - Board approved a contribution of $82,500 toward the cost of the first phase of the flow and loading study. ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS This contribution pledge of $360,149 has not been budgeted. However, budgeted funds are available from other budgeted line items with expected savings and, upon Board Page 2 d 3 approval, these funds will be transferred to cover this item. In total, actual operating costs for FY 2017-18 will not exceed the annual operating budget. ATTACHMENT The following attachment(s)in included in hard copy and may also be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Participating Agency Contribution Pledge Form —CASA Flow and Loading Study Page 3 of 3 California Association of Sanitation Agencies Flow and Loading Study Project Participating Agency Contribution Pledge Form Phase 2.A Please Respond by April 10, 2018 Agency: Orange County Sanitation District Contact Name: Telephone & Email: My agency is committed to contributing the following amount to Phase 2.A of the Flow and Loading Study project being managed by CASA. I understand that CASA will be sending an invoice(or series of invoices) for the following total contribution amount in the future: $ 360,149.00 The relative agency contribution levels have been determined per the funding share agreement that was previously distributed to all counsel. Please return Contribution Commitment Form to: Adam D. Link, CASA Director of Government Affairs 1225 81h Street,Suite 595 Sacramento,CA 95814 Telephone:(916)446-0388 E- Mail: alink@casaweb.org You do not need to send a check at this time. You will receive an invoice based upon your pledge. Signature: Date: Thank You! ADMINISTRATION COMMITTEE Melting D310 TOBE.Of Dir. 05/09/18 05/23/18 AGENDA REPORT ItemNumber Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: PHYSICAL SECURITY ACCESS SYSTEM UPGRADE GENERAL MANAGER'S RECOMMENDATION A. Authorize an additional $256,165 to purchase order #105299 OB with Maxim Security Systems, Inc. utilizing Eastern Municipal Water District's (EMWD) Cooperative agreement #85939, for a total amount not to exceed $591,165, in accordance with Ordinance No. OCSD-47, Section 2.03(B) Cooperative Purchases; and B. Authorize an immediate purchase of hardware, software, and professional services to migrate from Lenel Facility Commander to Lenel OnGuard, for a total amount not to exceed $256,165. BACKGROUND The Orange County Sanitation District (Sanitation District) currently uses a card access system called Facility Commander. Several years ago, Facility Commander was purchased by Lenel, its main competitor, and while it's still supported, Lenel has announced Facility Commander to be end of life in December of 2020. Lenel advises its Facility Commander customers to migrate to their OnGuard product which uses much of the existing card access system hardware and provides a more robust feature set. Competing products do not use the existing hardware and will require replacing all equipment including card readers. The Sanitation District has received a proposal from Maxim Security Systems based on an existing contract between Maxim Security Systems and the EMWD. RELEVANT STANDARDS • Protect OCSD assets • Ensure the public's money is wisely spent PROBLEM The Facility Commander product has been discontinued by the manufacturer and will no longer be supported after December 2020. The Sanitation District is unable to improve physical security by integrating the card access, video surveillance, and visitor management systems. Facility Commander was designed to use an older badge Page 1 of 2 technology allowing badges to be duplicated by people wanting to gain unauthorized access to Sanitation District facilities. Though most card readers have been replaced with ones that support the new badge technology, Facility Commander does not support this advanced feature. PROPOSED SOLUTION Replace the existing Facility Commander software with Lenel OnGuard. Replace access control hardware that is not compatible with OnGuard. TIMING CONCERNS Support for the existing Facility Commander product will end in less than two (2) years. RAMIFICATIONS OF NOT TAKING ACTION Not taking this action will prevent the Sanitation District from providing better perimeter and internal security. PRIOR COMMITTEE/BOARD ACTIONS January 2016 - Authorized purchases of information technology security systems, services and software/hardware maintenance using the EMWD's cooperative agreement #85939, commencing October 1, 2016 through September 30, 2018, for a total amount not to exceed $335,000, in accordance with Ordinance No. OCSD-47, Section 2.03(B) Cooperative Purchases, with four(4) one-year renewal options. CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance, Section 2.03(B) Cooperative Purchases. This item has been budgeted in the FY17/18 Information Technology Capital Program, Section 8, Page 72. ATTACHMENTS The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: N/A Page 2 d 2 ADMINISTRATION COMMITTEE Meeting Date TOBE.Or Dir. 05/09/18 05/23/18 AGENDA REPORT Item Item Number 6 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: CONSOLIDATED FINANCIAL REPORT FOR THIRD QUARTER ENDED MARCH 31, 2018 GENERAL MANAGER'S RECOMMENDATION Receive and file the Orange County Sanitation District Third Quarter Financial Report for the period ended March 31, 2018. BACKGROUND Included in this consolidated report are the following quarterly financial reports for the period ended March 31, 2018: Third Quarter Budget Review The Budget Review Summary provides the Directors, staff, and general public with a comprehensive overview of the financial results of the Orange County Sanitation District (Sanitation District)through the third quarter ended March 31, 2018. • Quarterly Treasurer's Report This section reports on financial portfolio performance with respect to the Sanitation District's funds. Both Long-Term and Liquid Operating Monies Portfolios are summarized. A performance summary table can be found on page 2 of this section. The report also contains information on the U.S. and global economic outlook from the Sanitation District's investment manager, Chandler Asset Management. • Certificates of Participation Quarterly Report The report includes a summary of each outstanding debt issuance and a comparative chart illustrating the COP rate history. RELEVANT STANDARDS • Quarterly financial reporting ADDITIONAL INFORMATION The quarterly treasurer's report contained within the Consolidated Financial Reports for the Third Quarter Ended March 31, 2018 is being submitted in accordance with the Sanitation District's investment policy that requires the report be submitted to the governing body following the end of each quarter and includes the following information: Page 1 d 3 • Performance results in comparison with the 3-month treasury bill index for the liquid operating portfolio; and the Merrill Lynch Corp./Govt. 1-5 Year Bond index for the long term portfolio as identified in the investment policy; and the time-weighted total rate of return for the portfolio for the prior three months, six months, nine months, twelve months, and since inception compared to the Benchmark returns for the same periods: Portfolio Performance Summary As of March 31,2018 Liquid Operating Monies(%) Long-Tenn Operating Monies(Y<<) Total Rate Total Rate of of Return Benchmark Return Benchmark 3 Months 0.35 0.35 -0.33 -0.45 6 Months 0.64 0.64 -0.57 -0.76 9 Months 0.90 0.91 -0.16 12 Months 1.11 1.11 0.31 0.09 Annualized Since inception 30 Nov 2014 0.59 0.48 0.88 0.78 • A listing of individual securities held at the end of each reporting period (see the detailed listings of each security contained within the report). • Cost and market values of the portfolios: Liquid Oper. Long-Term Cost $92.7 M $416.5 M MV $92.9 M $412.8 M • Modified duration of the portfolio compared to Benchmark: Liquid Oper. Long-Term District Policy < 0.50 < 5.00 B.M. 0.14 2.56 Port. 0.18 2.41 • Dollar change in value of the portfolio for a one-percent (1%) change in interest rates: Liquid Oper. — $168,630 Long-Term — $9,948,400 • None of the portfolios are currently invested in reverse repurchase agreements. • The percent of the Liquid Operating Monies portfolio maturing within 90 days: 76.9% • Average portfolio credit quality: Liquid Oper. —AAA/Aa1 Long-Term —AA+/Aa1 Page 2 of 3 • Percent of portfolio with credit ratings below "A" by any rating agency, and a description of such securities: Liquid Portfolio— no exceptions Long Term Portfolio— Percent of portfolio—0.8% Cost Maturity Moody S&P Fitch Date SLMA 2008-9 A $ 29,062.32 4/25/2023 Baa3 AA+ B AMRESCO Residential Securities 1999-1 $ 100,432.85 6/25/2029 Not Rated A+ BBB Morgan Stanley Note $3,200,848.00 7/28/2021 A3 BBB+ A • All investments are in compliance with this policy and the California Government Code, except for the following Lehman Brothers holdings that the Sanitation District is pursuing collection through the bankruptcy court: Lehman Brothers Note-Defaulted $ 600,000 par value purchased 9/19/2008 Lehman Brothers Note-Defaulted $2,000,000 par value purchased 9/18/2008 • Sufficient funds are available for the Sanitation District to meet its operating expenditure requirements for the next six months. CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Consolidated Financial Report for the Third Quarter Ended March 31, 2018 (separate electronic file) Page 3 of 3 ADMINISTRATION COMMITTEE Meeting Date TOBd.of Dir. 05/09/18 05/23/18 AGENDA REPORTItem Number Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: SETTLEMENT AGREEMENT FOR CHARGES AND FEES OWED BY ONE INDUSTRIAL WASTEWATER DISCHARGE PERMITTEE GENERAL MANAGER'S RECOMMENDATION Approve the 24-month settlement agreement negotiated by the General Manager for the collection of charges owed for sanitary sewer service charges, plus interest of 6.5%, with LSW Enterprises, LLC, in a form approved by General Counsel. BACKGROUND LSW Enterprises, LLC is the holder of an industrial wastewater discharge permit issued by the Orange County Sanitation District (Sanitation District) that requires payment of sanitary sewer service charges for the cost of conveying, treating, and disposing of wastewater discharged. Based on the terms of the permit, the permittee is required to pay estimated quarterly sewer service charges that are reconciled annually with actual discharge flows and levels of biochemical oxygen demand and total suspended solids. The permittee is now in default of their payment obligations ($529,274.83). The permittee has changed ownership and has been in discussions with the Sanitation District since October. The permittee has requested a payment agreement for the delinquent amounts as well as the upcoming 41h Quarter Estimated Invoice in the amount of$77,224.83 to be issued on 6/30/18. The total amount requested in the payment agreement is $606,499.66. The Sanitation District and permittee have reached a settlement amount for the purpose of avoiding administrative proceedings and the institution of any litigation that may follow based upon these matters. The General Manager, in accordance with Resolution No. OCSD 11-04, Article III, "Collection of Fees and Charges Relating to Industrial Waste Discharges,' has negotiated a 24-month deferred payment agreement with this permittee requiring monthly payment terms plus interest of 6.5% per annum. RELEVANT STANDARDS • Comply with Resolution No. OCSD 11-04 • Maintain collaborative and cooperative relationships with regulators, stakeholders, and neighboring communities PROBLEM LSW Enterprises, LLC is under new ownership and is past due on invoices totaling $529,2874.83. Page 1 of 2 PROPOSED SOLUTION Resolution No. OCSD 11-04 allows for a settlement agreement to allow the permittee to pay the amounts owed while continuing to conduct their business with a valid industrial wastewater discharge permit. If a settlement agreement is not approved, the Sanitation District would move forward with administrative complaint proceedings to suspend the permittee's permit until the invoices are paid in full. TIMING CONCERNS The settlement agreement should be executed as soon as possible so the account will be current. RAMIFICATIONS OF NOT TAKING ACTION The outstanding amounts owed to the Sanitation District will increase when annual reconciliation invoices are issued. PRIOR COMMITTEE/BOARD ACTIONS N/A FINANCIAL CONSIDERATIONS The settlement agreement complies with Resolution No. OCSD 11-04. ATTACHMENT The following aftachment(s)is included in hard copy and may also be viewed on-line at the OCSD website (mm w.ocsd.com) with the complete agenda package: • Settlement Agreement— LSW Enterprises, LLC Page 2 of 2 DEFERRED PAYMENT AGREEMENT THIS AGREEMENT, is entered into, to be effective May 23, 2018, by and between Orange County Sanitation District ("District"), a county sanitation district duly organized and existing pursuant to Section 4700 at. seq. of the Health & Safety Code of the State of California and LSW Enterprises, LLC ("Permitee"). RECITALS A. District is a wastewater treatment agency which owns and operates wastewater treatment facilities which receive, treat and discharge, through an ocean outfall, wastewater received from dischargers within its jurisdictional boundaries. In the course of its wastewater treatment operations, and pursuant to Ordinance No. OCSD-48 Wastewater Discharge Regulations ("District's Ordinance"), District issues industrial wastewater discharge permits to certain persons/entities which discharge wastewater into the District's sewerage system. B. As part of the District's wastewater treatment operations, District imposes user fees on permittees, requiring such permittees to pay their share of the District's costs of conveying, treating and disposing of wastewater discharged by such permittees. C. Permittee is the holder of an industrial wastewater discharge permit issued by District and is responsible for paying user fees for the cost of conveying, treating and disposing of wastewater discharged from Permittee's facility located at 1215 N. Grove Street, Anaheim, California. D. District has issued to Permittee Invoice Nos. 910473, 910387, 531645, 54403, 531953, 54586, 54684, 54797, 532248, 54888 and 54868 in the amount of $529,274.83 for user fees and penalties then due and owing to the District. E. Permitee has failed to pay the presently owing sum of$529,274.83 and has requested additional time to pay this outstanding obligation including the 1 41M1 Quarter Estimated Invoice Amount of$77,224.83 to be issued on 6/30/18. The total obligation is $606,499.66 F. Pursuant to Resolution 11-04, District is authorized to enter into deferred payment agreements for limited sums and of limited duration, pursuant to approval by the District's Board of Directors. G. The District intends to provide additional time for Permitee to pay to District the amounts presently due on Invoice Nos. 910473, 910387, 531645, 54403, 531953, 54586, 54684, 54797, 532248, 54888 and 54868, as well as the 41h Quarter Estimated Invoice Amount, in accordance with the requirements of District Resolution 11-04. NOW, THEREFORE, in consideration of the facts recited above and the conditions, covenants and promises set forth below, District and LSW Enterprises LLC agree as follows: AGREEMENT 1. Permittee shall make payments (including principal and interest) to the District, pursuant to the payment schedule in Appendix A. 2. Permittee shall pay to District all other invoices issued by the District during the term of this Agreement in accordance with the provisions of District's Ordinance. 3. If any payment described in Paragraph 1 herein is not received by the District on or before the due date specified, or if any payment described in Paragraph 2 herein is not received by District in accordance with the provisions of District's Ordinance, the entire balance then owing shall become immediately due and payable and interest at the rate of ten percent (10%) per annum shall accrue on any such unpaid balance from the date of acceleration until the date that the balance due is fully paid to the District. 4. Permitee acknowledges that the failure to pay current invoices, or 2 failure to pay any installment in accordance with the schedule set forth in Paragraph 1 herein, may be grounds for suspension of any industrial wastewater discharge permit issued to Permitee by District, and shall additionally be deemed a breach of this Agreement, thereby giving rise to all legal remedies available to District. Permitee agrees that by executing this Settlement Agreement, Permitee waives the right to an administrative hearing for non-payment of invoices or any other means to challenge the amount owed, and further agrees that failure to pay District in accordance with the terms of this Agreement will result in immediate permit suspension until such time as the all outstanding amounts owed are current. 5. In consideration of the foregoing, District agrees to refrain from instituting collection or permit suspension or revocation proceedings, which remedies are presently available to the District as a result of Permitee's current failure to pay Invoice Nos. 910473, 910387, 531645, 54403, 531953, 54586, 54684, 54797, 532248, 54888 and 54868. This provision to refrain from instituting such proceedings shall be effective with regard only to Invoice Nos. 910473, 910387, 531645, 54403, 531953, 54586, 54684, 54797, 532248, 54888, 54868 and the 41" Quarter Estimated Invoice issued on 6/30/18 only for so long as Permitee remains in compliance with the terms of this Agreement. 6. Should any litigation be commenced between the District and Permitee regarding enforcement of this Agreement, or the rights and any duties of the parties in relation thereto, the prevailing party in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its attorney fees and costs in the litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose. 7. Nothing in this Agreement shall affect Permitee's obligation to pay current and/or future charges for use of District's sewerage system or Permitee's 3 obligation to comply with all other conditions and requirements of its industrial wastewater discharge permit and the District's Ordinance. 8. Nothing herein shall affect the District's right to enforce all requirements and conditions of the District's Ordinance. 9. This Agreement is made only for the benefit of the parties hereto. It is not intended that any right under this Agreement shall accrue to any third person. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above. Orange County Sanitation District BY: Gregory C. Sebourn, PLS Board Chair LSW Enterprises LLC Attest: BY: Kelly A. Lore, MMC Noah Smith, Owner Clerk of the Board 4 APPENDIXA Administrative Due IPaymentl Principal I Interest I Charge I Total I Date 1 $23,732.08 $3,285.21 $25.00 $27,042.29 6/1/2017 2 $23,860.63 $3,156.66 $25.00 $27,042.29 7/1/2017 3 $23,989.88 $3,027.41 $25.00 $27,042.29 8/1/2017 4 $24,119.82 $2,897.47 $25.00 $27,042.29 9/1/2017 5 $24,250.47 $2,766.82 $25.00 $27,042.29 10/1/2017 6 $24,381.83 $2,635.46 $25.00 $27,042.29 11/1/2017 7 $24,513.90 $2,503.39 $25.00 $27,042.29 12/1/2017 8 $24,646.68 $2,370.61 $25.00 $27,042.29 1/1/2018 9 $24,780.18 $2,237.11 $25.00 $27,042.29 2/1/2018 10 $24,914.41 $2,102.88 $25.00 $27,042.29 3/1/2018 11 $25,049.36 $1,967.93 $25.00 $27,042.29 4/1/2018 12 $25,185.05 $1,832.24 $25.00 $27,042.29 5/1/2018 13 $25,321.47 $1,695.82 $25.00 $27,042.29 6/1/2018 14 $25,458.65 $1,558.67 $25.00 $27,042.32 7/1/2018 15 $25,596.52 $1,420.77 $25.00 $27,042.29 8/1/2018 16 $25,735.17 $1,282.12 $25.00 $27,042.29 9/1/2018 17 $25,874.57 $1,142.72 $25.00 $27,042.29 10/1/2018 18 $26,014.72 $1,002.57 $25.00 $27,042.29 11/1/2018 19 $26,155.64 $861.65 $25.00 $27,042.29 12/1/2018 20 $26,297.31 $719.98 $25.00 $27,042.29 1/1/2019 21 $26,439.76 $577.53 $25.00 $27,042.29 2/1/2019 22 $26,582.97 $434.32 $25.00 $27,042.29 3/1/2019 23 $26,726.96 $290.33 $25.00 $27,042.29 4/1/2019 24 $26,871.66 $145.55 $25.00 $27,042.21 5/1/2019 ADMINISTRATION COMMITTEE Melting D310 TOBE.Of Dir. 05/09/18 05/23/18 AGENDA REPORT ItemNumber Item Number s Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Lorenzo Tyner, Director of Finance and Administrative Services SUBJECT: SELECTION OF DISTRICT'S BANKING SERVICES MANAGER GENERAL MANAGER'S RECOMMENDATION A. Adopt Resolution No. OCSD 18-XX, entitled "A Resolution of the Board of Directors of the Orange County Sanitation District, Authorizing the Establishment of Miscellaneous Banking Accounts, Establishing Policies Governing the Transactions Related Thereto, and Designating Employees to Act on the District's Behalf for Said Accounts; and Repealing Resolution No. OCSD 98-24"; and B. Approve the selection of Banc of California to provide comprehensive banking and cash management. The Agreement will continue until either party to the agreement provides at least sixty (60) days advance written notice of their intent to terminate to the other party. BACKGROUND Since 1997, the Orange County Sanitation District (Sanitation District) has maintained all of its banking accounts and cash management services at MUFG Union Bank of California. Given the length of time since the last comprehensive review of services, staff decided that it was appropriate to solicit competitive bids for banking services. The Sanitation District has completed the review and the search for a bank to provide banking and cash management services. An evaluation panel consisting of three staff members including the Director of Finance, Controller, and Senior Accountant evaluated proposals from six firms. The Sanitation District requested received more detailed analysis from and interviewed the three top- rated firms (J.P. Morgan Chase, Wells Fargo, and Banc of California). Based on the initial proposals, additional information provided, and interviews, staff initially selected J.P. Morgan Chase. However, during negotiations,the Sanitation District was unable to agree on contract agreement terms with J.P. Morgan Chase. As the Banc of California proposal included similar cost, services, and quality as J.P. Morgan Chase, staff recommends Banc of California to provide banking services to the Sanitation District. RELEVANT STANDARDS • Ensure the public's money is wisely spent • Comply with Resolution No. OCSD 98-24 Page 1 of 4 PROBLEM The Sanitation District's banking services fee has increased significantly within the past year. PROPOSED SOLUTION Authorize the selected bank to provide banking services to the Sanitation District at a lower cost than what the current bank charges. TIMING CONCERNS The Sanitation District will continue paying current banking fees and miss out on cost savings opportunities. RAMIFICATIONS OF NOT TAKING ACTION Missed cost savings opportunities related to banking services. PRIOR COMMITTEE/BOARD ACTIONS July 1998 - Board adopted Resolution No. OCSD 98-24 selecting Union Bank to provide banking services. ADDITIONAL INFORMATION The Sanitation District has utilized Union Bank to provide banking services since January 1997. The Sanitation District recently conducted a solicitation process to request proposals for comprehensive banking and cash management services. All bidders must be a financial institution incorporated under the laws of the State of California or the United States with a conveniently located branch office. Plus, the bidder must be an approved state depository. The Sanitation District currently compensates for bank services through a combination of earnings allowances on deposit balances and direct fees, with a ledger balance of approximately$406,000 and an available balance of approximately$88,000. The general account and workers' compensation accounts are consolidated for determining fees. In addition, the Sanitation District utilizes a sweep product for overnight investing of excess bank balances. The Sanitation District requires a monthly account analysis statement with a summary page for all accounts. The selection process was based on the bank's qualifications as presented in its proposal, overall price, cost to the Sanitation District, experience and success of the bank in providing banking services to similar clients, and the firm's ability to provide the services outlined in the Request for Proposal (RFP). A screening committee reviewed the Page 2 of 4 proposals. The proposals were evaluated in accordance with the evaluation criteria described below: Financial strength of bank and ability to protect and collateralize deposits. Overall cost to Sanitation District and ability to guarantee pricing for contract period. Ability to meet minimum required service levels and offer required bank products. Quality of references and overall experience with public agencies. • Qualifications and strength of the relationship management team. • Ability to offer product and service enhancements. Location of bank offices. Bidders were required to provide the following Bank Profile: Summary of Qualifications—To be considered for selection, proposing banks must meet certain minimum qualifications. Financial institution must be a Federal or State charted banking institution as defined in California Government Code; must be a depository of public funds pursuant to California Government Code Section 53648; must have at least a "satisfactory" rating from a nationally recognized bank rating service; and must have a dedicated government services unit. Bank Overview — Provide a general overview of the bank's operations, customer base, and fundamental management philosophy. Identify the primary office or branch that the Sanitation District will be assigned to and where its primary banking business will be conducted. Financial Strength — Provide a summary of the bank's current financial performance to include the level of exposure to high-risk mortgages and other loans, bank profitability and capitalization, and any recent or planned mergers, acquisitions, or major restructuring. Provide key measures of the bank's financial strength, including ratings from nationally recognized rating service(s) and bank rating service(s). Include one copy of the bank's most recent audited financial statement and one copy of the bank's rating from a nationally recognized bank rating service that includes ratings as a long-term issuer, short-term/commercial paper, subordinate debt, and Certificates of Deposit. Experience—The bank's direct experience in servicing public sector clients, including the number of public agency clients in California, the dollar amount of public funds on deposit in California, and the bank's knowledge of and the ability to adhere to the California Government Code and other applicable laws. Customer Service — The level of customer service provided to the Sanitation District for its banking needs is an important consideration. The Sanitation District would prefer one primary bank contact person to handle its day-to-day banking activities. Page 3 d 4 FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. ATTACHMENT The following attachment(s) are included in hard copy and may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • Draft Banking Agreement • Banking Services Request for Proposal • Banc of California's Proposal (online only, separate electronic file) • Draft Resolution No. OCSD 18-XX Page 4 d4 BANKING SERVICES AGREEMENT This Agreement for the provision of banking services is entered into to be effective May 1,2018,by and between the Orange County Sanitation District, ("OCSD"),and Bane of California,National Association ("Bank")(herein collectively referred to as the"Parties" or individually as a"Patty"). RECITALS WHEREAS, OCSD desires to retain Bank to act as depository of OCSD funds and as provider of banking services in the manner provided in the "Request For Proposal For General Banking Services"(Exhibit"A")and the "Proposal for General Banking Services"dated August 18, 2017,as submitted by Bank to OCSD(Exhibit`B"), both attached hereto and incorporated herein; WHEREAS,OCSD wishes to contract with a bank having experience in the receipt, safekeeping, and management of municipal funds; and WHEREAS,Bank is willing to enter into a contract with OCSD to provide professional banking services in accordance with this Agreement. NOW,THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: ARTICLE I - SCOPE OF SERVICES 1.1. Bank's Specified Services Bank shall perform those services, when requested by OCSD, and at the times and in the manner so requested, described in Exhibits "A"and `B." In the event of an apparent discrepancy between the terms of Exhibits "A"and`B,"the terms of Exhibit`B"shall control. The services provided by Bank shall be governed by this Agreement, and to the extent not contradicted by this Agreement,by the Bank's standard terms and disclosures, including but not limited to the Bank's Deposit Account Agreement. 1.2. Additional Services Bank may perform services in addition to those listed in Section 1.1 when requested to do so by OCSD and when agreed by Bank. Compensation for any additional services performed by Bank shall be negotiated between Bank and OCSD and incorporated into this Agreement or other mutually executed writings prior to Bank performing such additional services. I 1308557.2 1.3. Cooperation with OCSD In the performance of the aforementioned services, Bank shall work closely with OCSD's Director of Finance,Controller, and all other OCSD officers and agents having responsibility for the deposit, withdrawal,and investment of OCSD funds. 1.4. Satisfactory Performance Bank agrees to perform all services to the reasonable satisfaction of OCSD and within the time specified in Exhibits"A"and `B." Evaluations of the work will be done by OCSD staff or a designated individual. If the quality of the work is not satisfactory, OCSD, in its discretion, shall have the right to: 1) meet with Bank to review the quality of or manner in which the services are being performed and resolve matters of concern; and/or 2) terminate the Agreement as hereinafter set forth. 1.5. Compliance with Law All services rendered hereunder shall be provided in accordance with the requirements of applicable local, state,and federal law. 1.6. Familiarity with Work By execution of this Agreement, Bank warrants that: 1)it has thoroughly investigated and considered the services to be performed; 2) it has examined the applicable provisions of local, state, and federal law regarding the deposit, and withdrawal of OCSD funds; and 3) it has carefully considered how the services should be performed. ARTICLE II -TERM 2.1. Termination This Agreement will continue until either Party to this Agreement terminates its obligations under this Agreement, which may occur at any time by providing at least sixty (60)days advance written notice of such intent to terminate, to the other Party. Either Party may terminate its obligations under this Agreement for any reason. The 60-day period following the delivery of notice shall be called the"Termination Period." Notwithstanding the foregoing, OCSD or Bank may terminate this Agreement on less than sixty(60)days' notice if OCSD or Bank is required to do so under law, regulation, or regulatory authority. 2.2. Effect of Termination In the event of termination of this Agreement, OCSD shall be liable to Bank for all services performed and compensation due to Bank for those services rendered up to the date that Bank ceases performance of those services. 2 1308557.2 If OCSD serves notice of termination upon Bank, Bank shall stop rendering services under this Agreement by the end of the Termination Period, unless directed to stop rendering services earlier than the end of the Termination Period by OCSD, and Bank shall deliver to OCSD all money, negotiable instruments, funds, and other property of OCSD's currently on deposit with or held by Bank. Upon request of OCSD, Bank shall also deliver to OCSD copies of any regular reports or documents relating to services performed for OCSD under this Agreement. ARTICLE III- COMPENSATION 3.1. Amount and Manner of Compensation Except as provided below, for the provision of all services rendered in accordance with Exhibits"A"and"B,"during the term of this Agreement thereof, OCSD shall compensate Bank in the amounts and manner provided for therein. ARTICLE IV- COORDINATION OF WORK 4.1. Coordination of Work The following officer positions of Bank are authorized to act on Bank's behalf with respect to the services specified in this Agreement and to make all decisions in connection therewith: Chief Executive Officer Executive Vice President, Deposits and Treasury Management Senior Vice President, Specialty Markets and Products Senior Vice President,Operations Senior Director, Senior Relationship Manager, Deposits and Treasury Management 4.2. Notices All notices hereunder must be in writing. Any notice required or permitted by this Agreement shall be valid if personally delivered(hand receipt) to the party for whom it is intended, at the address set forth below,or if sent to such party at the same address by registered or certified mail,postage prepaid. If sent by personal delivery or registered or certified mail, notice shall be effective upon receipt, as reflected on the hand receipt or postal receipt. If sent by any other means, notice shall be effective upon receipt after written confirmation of the same. Notice shall be given at the following addresses: To OCSD: Orange County Sanitation District 3 130855I.2 P.O. Box 8127 10844 Ellis Avenue Fountain Valley, California 92728-8127 Attn: Clerk of the Board Attn: Director of Finance and Administration Facsimile: (714) 968-8851 Telephone: (714) 962-4211 To Bank: Banc of California, National Association Government Banking Attn: Veronica Villase0or,MPP, CTP Senior Director,Senior Relationship Manager 3 MacArthur Place Santa Ana,CA 92707 Office: (949)265-4022 Cell: (949) 333-9726 Facsimile: (855) 325-3949 Email: Veronica.Villasenor@bancofcal.com Either party may change the name and/or address for notice upon written notice to the other party given in accordance with this Section 4.2. ARTICLE V-INDEPENDENT CONTRACTOR 5.1. Bank's Status Bank is an independent contractor and not an employee of OCSD. Neither OCSD nor its employees shall have any control over the conduct of the Bank or its employees except as herein set forth,and Bank expressly warrants not to,at any time or in any manner, represent that Bank, or its officers, employees,or agent,are in any manner officers,employees,or agents of OCSD. It is distinctly understood that Bank is and shall at all times remain,as to OCSD, a wholly independent contractor,and that Bank's obligations to OCSD are solely as prescribed by this Agreement and its incorporated Exhibits. 5.2. Bank's Personal Services -inducement This Agreement contemplates that the Bank's personal services and those of its officers, employees, and agents are a substantial inducement to OCSD for entering to this Agreement. Bank may not assign any interest in this Agreement nor shall Bank subcontract any portion of the performance contemplated under this Agreement without prior written approval by OCSD, such approval shall not be unreasonably withheld. Nothing in this Agreement shall be construed as preventing Bank from employing as many employees as Bank deems necessary for the proper and efficient execution of this Agreement. 4 1308537.2 ARTICLE VI-INDEMNITY AND INSURANCE 6.1. Indemnification Each Party shall indemnify, defend, and hold free and harmless the other Party and its directors, officers, employees, shareholders, insurers and agents from and against any and all loss or liability for third party claims that occur or arise as a result of any gross negligence of such Party, its directors, officers, employees, and agents in performing any and all services rendered pursuant to this Agreement provided, however, such Party's obligation to defend, indemnify, and hold free and harmless shall not arise as a result of that portion of any claim that may occur as a result of the other Party's gross negligence. The Parties understand and agree that Bank shall be free of any indemnity obligation so long as Bank materially complies with the terms of this Agreement and the Deposit Account Agreement governing the account(s) at issue. Neither OCSD nor Bank shall be responsible,under any circumstances, for any punitive,consequential or indirect damages which are incurred in connection with this Agreement or the Services,even if the Parties are aware of the possible for such damages. 6.2. Insurance During the term of this Agreement, Bank at its sole cost and expense, shall carry and maintain the following insurance coverage: A. Employee Dishonesty Insurance or Fidelity Bond. Coverage in an amount not less than$15,000,000.00. B. Standard Industry Form Comprehensive General Liability Insurance. Coverage in an amount not less than two million dollars ($2,000,000.00)per claim or occurrence, which commercial general liability policy shall name the Orange County Sanitation District as an additional insured. C. Standard industry form professional liability insurance coverage in an amount not less than two million dollars ($2,000,000.00)per claim or occurrence. D. Increased Insurance. In the event claims by others than OCSD reduce the available coverage and policy limits, OCSD may request Bank to obtain additional insurance in amounts that are standard in the industry for a firm of Bank's size and volume. In the event of Bank's failure to do so,OCSD may exercise their rights to terminate this Agreement. E. Insurer Rating. Insurers must have an "A-"Policyholder's Rating, or better,and Financial Rating of at least Class VII, in accordance with the most current A.M. Best's Guide Rating. F. Insurance Certificates. Bank shall provide to OCSD a certificate S 1308557.2 or certificates of insurance in a form acceptable to OCSD indicating the deductible or self-retention amounts and the expiration date of said policy, and shall provide renewal certificates at expiration of each policy term. G. Notice of Cancellation/Termination of Insurance. The above policy/policies of insurance shall not terminate, nor shall they be canceled, nor the coverage reduced,until after thirty(30) days' written notice is given to OCSD,except that ten (10)days' notice shall be given if there is a cancellation due to failure to pay a premium. ARTICLE VII - MISCELLANEOUS 7.1. Enforcement of Agreement This Agreement shall be construed and interpreted as to both validity and performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange,State of California, or any other appropriate court in such county, and Bank covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2. DisnuteS In the event of any dispute arising under this Agreement, the injured Party shall notify the injuring Party in writing of its contentions by submitting a written claim therefore. The injured Party shall continue perfornung its obligations hereunder so long as the injuring Party cures any default within thirty (30)days after service of said notice, or if the cure of the default is commenced within thirty (30)days of said notice and is cured within a reasonable time after commencement,provided that if the default is an immediate danger to the health, safety, and general welfare,either Party may take immediate action under Section 7.5. Compliance with the provisions of this Section shall be a condition precedent to any legal action, and such compliance shall not be a waiver of either Party's right to take legal action in the event that the dispute is not cured 7.3. Waiver No delay or omission in the exercise of any right or remedy of a nondefaulting Party on any default shall impair such right or remedy or be construed as a waiver. OCSD's consent or approval of any act by Bank requiring OCSD's consent or approval shall not be deemed to waive or render unnecessary OCSD's consent to or approval of any subsequent act of Bank. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6 1308557.2 7.4. Rights and Remedies are Cumulative Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it,at the same or different times,of any other rights or remedies for the same default or any other default by the other Parry. 7.5. Attorney's Fees If either Party commences an action or proceeding against the other Party arising out of or in connection with this Agreement,the prevailing Party shall be entitled to recover reasonable attorney's fees and costs of suit from the losing Party. 7.6. Integration This Agreement represents the entire understanding of OCSD and Bank. No prior oral or written understanding shall be of any force or effect with respect to those matters covered in the Agreement. This Agreement may not be altered, amended, or modified except in writing by both Parties hereto. 7.7. Amendment I This Agreement may be amended at any time by the written mutual consent of both Parties. No amendment shall be effective unless written and signed by the Parties. 7.8. Agreement Supersedes Other Documents To the extent that then: is any conflict between this Agreement and any other relevant documents associated with Bank providing banking services to OCSD,the terms of this Agreement shall prevail. Notwithstanding this provision, the Parties agree that Section 6.1 hereof shall prevail as to this and all agreements incorporated herein by reference. 7.9. Corporate Authority The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so,the Parties hereto are formally bound to the provisions of this Agreement. Remainder of page intentionally left blank, signature page to follow. 7 1308557.2 7.10. Confidential Information Bank shall maintain the strictest confidence regarding the business affairs of this Account. Written reports furnished by Bank to OCSD shall be treated by Bank as confidential and for the sole use and benefit of OCSD. Disclosure of said reports shall be made as required by applicable law. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed with all of the formalities required by law on the respective dates set forth opposite their signatures. ORANGE COUNTY SANITATION DISTRICT Dated: By: James D.Herberg Title: General Manager Dated: Attest: By: Kelly Lore Title: Clerk of the Board Dated: Approved as to Form: By: Bradley R.Hogin Title: General Counsel BANC OF CALIFORNIA,NATIONAL ASSOCIATION Dated: F21 1 By: Name: Veronica Villasenor Title: Senior Director B 13085571 WAIVER OF SECURITY TO WHOM IT MAY CONCERN, Pursuant to Section 53653 of the Government Code of the State of California, a treasurer may, at his/her discretion,waive security for such portion of any deposits insured pursuant to federal law. WHEREAS, deposits of commercial banks are insured to the amount established by the Federal Deposit Insurance Corporation("FDIC'j (as the same may change from time to time) and are backed by the full faith and credit of the United States Government. WHEREAS, it is to the advantage of Banc of California,N.A., a financial institution,to increase the amount of its available collateral to secure the deposits of public accounts, and in so doing, without increasing the risk of the deposits of such public accounts. NOW,THEREFORE,the authorized agent of a public institution,hereby agrees to waive the security required by Section 53652 of the Government Code of the State of California by Banc of California, N.A., the depositary institution, equal to the amount of insurance provided by the FDIC (as the same may change from time to time). As a condition to the granting of this Waiver of Security, it is understood that Banc of California, N.A., the above named depository institution, shall continue to maimain approved collateral security for all public deposits in excess of the amount of insurance provided by the FDIC, in accordance with Section 53652 of the Government Code. I am authorized to waive collateral security equal to the amount of insurance provided by the FDIC(as the same may change from time to time)for deposits held by Banc of California,N.A. Dated: Local Apf"cy: By: /U aA _ w— Title: t\ we�+Vy CONTRACT FOR DEPOSIT OF MONEYS THIS CONTRACT, relating to the deposit of moneys, made as of the day of 2018, by and between (hereinafter designated as "Treasurer") acting in his/her official capacity as (hereinafter designated as "Depositor") on the one hand, and Banc of California, N.A. (hereinafter designated "Depository Bank") on the other hand. WITNESSETH: WHEREAS, the Treasurer proposes to deposit in the Depository Bank from time to time, commencing on March 30, 2017 moneys in his/her custody in an aggregate amount on deposit at any one time not to exceed the total of the shareholders' equity of the Depository Bank, and said moneys will be deposited subject to Title 5, Division 2, Part 1, Chapter 4, Article 2 (commencing with Section 53630)of the Government Code of the State of California; and WHEREAS, said provisions of the Government Code require the Treasurer to enter into a contract with the Depository Bank setting forth the conditions upon which said moneys are deposited; and WHEREAS, in the judgment of the Treasurer, this contract is to the public advantage; NOW, THEREFORE, it is agreed between the parties hereto as follows: I. This contract cancels and supersedes any previous contracts between the Treasurer and the Depository Bank relating to the method of handling and collateralization of deposits of moneys. 2. This contract, but not deposits then held hereunder, shall be subject to termination by the Treasurer or the Depository Bank at any time upon 30 days' written notice. Deposits may be withdrawn in accordance with the agreement of the parties and applicable federal and state statutes, rules and regulations. This contract is subject to modification or termination upon enactment of any statute, rule or regulation, state or federal, which, in the opinion of the Administrator of Local Agency Security, is inconsistent herewith, including any change relative to the payment of interest upon moneys so deposited by the Treasurer. 3. Interest shall accrue on any moneys so deposited as permitted by any act of the Congress of the United States or by any rule or regulation of any department or agency of the Federal Government adopted pursuant thereto. I£interest may legally be paid, all moneys deposited in accordance with this contract shall bear interest at a rate, and on such terms, as agreed upon by the Treasurer and the Depository Bank. . 4. The Depository Bank shall issue to the Treasurer at the time of each inactive deposit a receipt on a form agreed to by the Depository Bank and the Treasurer, stating the interest to be paid, if any, the duration of the deposit, the frequency of interest payments, and the terns of withdrawal. Each such deposit receipt is by reference made a part of this contract. 5. As security for said deposit, the Depository Bank shall at all times maintain with the Agent of Depository Bank named in Paragraph Seven below, commencing forthwith, eligible securities, as listed in subdivisions (a) to (1), inclusive, and subdivision (n) of Government Code Section 53651, having a market value at least 10% in excess of the actual total amount of local agency money on deposit with the Depository Bank. Notwithstanding the provisions of subdivision(m) of Government Code Section 53651, no promissory note secured by a lien on real property will be used to secure any moneys deposited in accordance with this contract unless the Depository Bank is deemed to be an acceptable investment quality by the County Treasurer/Tax Collector as prescribed in his Official Investment Policy. If a promissory note is secured by a lien on real property, it must have a market value at least 50% in excess of the actual total amount of local agency money on deposit with the Depository Bank. If any eligible security is determined by the Administrator of Local Agency Security of the State of California in accordance with the Government Code Section 53661 to be not qualified to secure public deposits, additional security shall be substituted immediately by the Depository Bank, as necessary,to comply with the requirements of this Paragraph. 6. Eligible securities are those listed in Government Code Section 53651. 7. The Agent of Depository Bank, authorized by the Treasurer and the Depository to hold the eligible securities posted as collateral under this contract is TIB Dallas, The Independent Bankers' Bank (hereinafter designated as "Agent of Depository Bank"). Said Agent of Depository Bank has filed with the Administrator of Local Agency Security of the State of California an agreement to comply in all respect with the provisions of Title 5, Division 2, Part 1, Chapter 4, Article 2 (commencing with Sections 53630) of the Government Code. A copy of this agreement is available upon request. 8. Authority for placement of securities for safekeeping in accordance with Government Code Section 53659 is hereby granted to the Agent of Depository Bank, including placement with any Federal Reserve Banks or branches thereof, and the following banks, other than the Depository Bank, located in cities designated as reserve cities by the Board of Governors of the Federal Reserve System: 9. If the Depository Bank fails to pay all or part of any deposits of the Treasurer which are subject to this contract when ordered to do so in accordance with the terms of withdrawal set forth on the deposit receipt (which is by reference made a part hereof), the Treasurer will immediately notify, in writing, the Administrator of Local Agency Security. Action of the Administrator in converting the collateral required by Paragraph 5 above for the benefit of the Treasurer is governed by Government Code Section 53665. 10. The Depository Bank may add, substitute or withdraw eligible securities being used as security for deposits made hereunder in accordance with Government Code Section 53654,provided the requirements of Paragraph 5 above are met. 11. The Depository Bank shall have and hereby reserves the right to collect the interest on the securities, except in cases where the securities are liable to sale or are sold or converted in accordance with the provisions of Government Code Section 53665. 12. The Depository Bank shall bear and pay the expenses of transportation to and from the Treasurer's office of moneys so deposited and the expense of transportation of eligible securities maintained as collateral to and from the designated Agent of Depository Bank. The Depository Bank shall also handle, collect and pay all checks, drafts and other exchange without cost to Depositor. 13. This Contract, the parties hereto, and all deposits governed by this contract shall be subject in all respects to Title 5, Division 2, Part 1, Chapter 4, Article 2 (commencing with Section 53630) of the Government Code, and all other state and federal laws, statutes, rules and regulations applicable to such deposits, whether now in force or hereafter enacted or promulgated,all of which are by this reference made a part hereof. 14. Unless contradicted by the terms of this Contract, the Depository Bank's standard deposit account agreements will govern the parties' relationship. IN WITNESS WHEREOF, the Treasurer in his official capacity has signed this contract in duplicate and the Depository Bank has caused this contract to be executed in like number by its duly authorized officers. TREASURER: DEPOSITORY: Banc of Cali N. A. By By Te n sle,SVP Corporate Treasurer Banc of California,N. A. �9 By�WAA.flZt'/f Veronica Villasenor, Senior Director, Senior Relationship Manager Banc of California,N. A. N` SANI iq T � � N 9 ,a F e� Ng THE E \ REQUEST FOR PROPOSALS (RFP) GENERAL BANKING SERVICES Orange County Sanitation District, California Administrative Services Department Financial Management Division 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 (714)593-7570 JULY 18, 2017 (Proposals due August 18, 2017) GENERAL BANKING SERVICES Orange County Sanitation Distract Page 2 of 12 INTRODUCTION The Orange County Sanitation District (District)desires to solicit qualified proposals for General Banking Services in accordance with this Request for Proposal (RFP). This RFP is issued by the ORANGE COUNTY SANITATION DISTRICT, ORANGE COUNTY, CALIFORNIA (the District)which is seeking a qualified financial institution to provide general banking services for daily bank deposits and meeting its accounts payable and payroll obligations. BAGKGROUND AND GENERAL INFORMATION Overview of organization — The District operates the third largest wastewater agency west of the Mississippi River servicing a population of 2.6 million. For over 60 years, the District has safely collected, treated, and disposed of and/or reclaimed the wastewater generated by people living and working in central and northwestern Orange County, California. Each day the District treats approximately 200 million gallons of wastewater, enough water to fill Anaheim stadium over two and a quarter times. About 80 percent of the wastewater comes from homes—sinks, toilets, showers, laundry, and dishwashers. The rest comes from businesses—retail stores, restaurants, manufacturers, hotels, offices, and other industries. The District is an independent special district governed by a 25 member board of directors of public officials from its member cities, agencies and the County of Orange, California. A professional staff of more than 600 employees manages the day-to-day activities of the District. The District's infrastructure includes 396 miles of sewer pipes, located throughout the county, and two treatment plants—one in Fountain Valley, CA and the other in Huntington Beach, CA—where wastewater is treated in accordance with strict state and federal standards. District employees are on duty protecting health and the environment by ensuring the sewer system efficiently operates 24 hours a day, seven days a week, and 365 days a year. Investment management is a part of the District's long-range financial management process. A ten-year cash flow forecast has been developed and was instrumental in projecting future revenues and expenditures, and facilitating current resource allocation decisions. In addition, the District's capital facilities plan will continue to guide the ten-year capital program, as explained below. Economic Outlook—The District maintains a healthy financial position, with current and forecasted reserves expected to meet or exceed its reserve policy over the next ten years, with each annual year-end balance exceeding $590 million. The District's largest revenue source, sewer service user fees, are nearly 73 percent of total revenues and are expected to generate over$323 million in fiscal year 2017-18, as the District is now in its final year of a Board approved five-year rate increase that has averaged approximately 1.5 percent for each year over the last five years. Property taxes, the second largest revenue source at 21 percent or$94 million in fiscal year 2017-18. The District's current capital improvement program is adequately provided for through a mix of capital reserves and annual revenues as no new money debt issuances are forecasted over the next ten years. The District has made great strides in managing its unfunded liabilities accrued from prior GENERAL BANKING SERVICES Orange County Sanitation Distract Page 3 of 12 years. The unfunded actuarially accrued liability of employee pension obligations provided by OCERS (Orange County Employees Retirement System) rose to a high of$200 million prior to completely paying off this liability by the District over the past three fiscal years. In the bond markets, the District's name is recognized as a high credit municipal entity given both the District's financial strength and solid financial management. Because the District's bonds are highly sought by investors and are fairly competitive in the marketplace, it has been able to issue debt at reasonably attractive rates. Although only debt refundings were issued in the past fiscal year, Moody's, Standard & Poor's Ratings Services and Fitch Rating agency have all reaffirmed OCSD's AAA issuer credit rating in January 2017. Projected Reserves—A detailed description of the District's accumulated funds and reserve policy can be found within the District's Approved Budget for Fiscal Year 2016-17 and 2017- 18 starting on Section 4— Page 14 and 15 (hftu/www.,dtdn/Home/Sho ,,ument1Id=18679)and the ten- year cash flow projections for cash and investment reserves can be found in the District's Approved Budget Update for Fiscal Year 2017-18, Appendix A-2 and A-3 ( ) GENERAL BANKING SERVICES Orange County Sanitation Distract Page 4 of 12 1. REQUEST FOR PROPOSAL (RFP) SUBMITTAL General Banking Services Submittal Information Orange County Sanitation District(District)of Orange County, California,will receive proposals until August 18, 2017. Proposals must be submitted in accordance with all provisions of the specifications. ATTENTION PROPOSERS General Provisions, page 4 Contract Provisions, page 6 Proposal Format and Content, page 8 Evaluation of Proposals, page 12 Attachment A: Scope of Work Attachment B: Fee Schedule Attachment C: Non-Collusion Affidavit Attachment D: Acknowledgement of Insurance Attachment E: Reference Sheet 2. GENERAL PROVISIONS The following general proposal provisions, contract provisions, technical specifications, all attachments, and Terms& Conditions provided herein shall apply to all proposals. 2.1 Proposal Validity- Proposals submitted hereunder shall be valid for a period of not less than 90 calendar days from the date of submittal. 2.2 Preparation Costs—All costs incurred in the preparation, submission and/or presentation of any proposal responding to this Request for Proposal package, including, but not limited to prospective proposer's travel and personal expenses shall be the sole responsibility of the proposer and shall not be reimbursed by the District. The District shall not pay for any costs incurred for proposal preparation as a result of termination of this Request for Proposal or termination of the contract resulting from this proposal. 2.3 Lepal Issue/Conflict of Interest— Proposals will provide the following disclosures: 2.3.1 Violations of federal, state, or local regulations/laws within the past three (3) years. 2.3.2 Pending or current litigation. 2.3.3 Arrangements with other firms that could pose a conflict of interest. 2.3.4 If none of the above apply, a statement to that effect. GENERAL BANKING SERVICES Orange County Sanitation Distrid Page 5of 12 2.4 Disaualification of Proposals—More than one proposal from any person, firm, partnership, corporation or association under the same or different names will not be accepted and any reasonable grounds for believing that any person, firm, partnership, corporation or association has a legal interest in more than one proposal will be cause for rejecting all proposals in which such person,firm, partnership, corporation or association has an interest. Apparent collusion among the Proposers will likewise be sufficient cause for rejecting any or all proposals, and the participants in such collusion may be barred or disqualified from submitting future proposals to the District. Proposals in which the prices obviously are inconsistent may be rejected. The wording of the proposals shall not be changed. Any additions, conditions, limitations, or provisions inserted by the Proposer will render the proposal irregular and may cause its rejection. The District reserves the right to reject any and all proposals, extend deadlines, and enter into negotiations with any Proposer. 2.5 Submission of Proposals—All proposals and required forms must be submitted to the OCSD Controller by August 18, 2017. A proposing bank must follow the instructions for preparing the proposal in the prescribed format. Section tabs (A through Y)as listed in the Scope of Work must be used in a three-ring binder, with the responses following the same order of the RFP. Each question in the RFP should be repeated with the bank's response following. Do not include any extraneous marketing materials or change the proposal format or the Bid Form. The size of the print font used must be 11 or greater. For questions or additional information, please contact the OCSD Controller, preferably by email: Michael D. White Controller (714) 593-7570 mwhite(cbocsd.com 2.6 Estimated Schedule July 18, 2017.............................................................. RFP Issued July 28, 2017..................... Deadline for Receipt of Written Inquiries August 4, 2017................ Addendum Issued to Prospective Bidders August 18, 2017................................................ Proposal Due Date August or September 2017......................... Bank Finalist Interviews September 2017...................................... Selection and Notification First Quarter 2018.......................................... New Contract Begins 2.7 Confidential Information—The District will use its best efforts to inform the Bidder of any request for any financial records or documents marked "Trade Secret", "Confidential" or"Proprietary" provided by the Bidder to the District. The District will not advise as to the nature or content of documents entitled to protection from disclosure under the California Public Records Act. GENERAL BANKING SERVICES Orange County Sanitation Distrid Page 6of 12 The District will not be held liable for any damage or injury which may result from any disclosure of information provided by Proposer. In submitting a Proposal, the Proposer agrees to indemnify, defend, assume, and pay for all costs incurred by the District including, but not limited to, attorneys'fees awarded by the court, if the Proposer asserts that information provided by Proposer is confidential information, and in reliance upon Proposer's affidavit, the District does not disclose material provided to the District by the Proposer. Proposer shall provide with the proposal all qualifications related to the execution of the Scope of Work/Technical Specifications (Attachment A). 3. CONTRACT PROVISIONS 3.1. Contract—The District will require the Awarded Service Provider to enter into a Purchase Order binding all the terms, conditions and provisions of the RFP, including Scope of Work/Technical Specifications, the Proposal and associated documents. 3.2. Assignment of Contract-This Contract will not be assigned to another Service Provider without prior written authorization of the District. 3.3. Award of Proposal—Award will be made to the Proposer offering the most advantageous proposal after consideration of all Evaluation Criteria set forth in Section 6 herein. OCSD shall not be obligated to accept the lowest priced proposal, but will make an award based on the best interests of the District after all factors have been evaluated. Best interest will be determined by an evaluation panel who will be making an award recommendation. 3.4. Award Recommendation—An Award Recommendation may be sent to any Proposer selected. Award is contingent upon the successful negotiation of final contract terms. Negotiations shall be confidential and shall not be subject to disclosure to competing Proposers unless a final agreement is reached. If contract negotiations cannot be concluded successfully, the District may negotiate a contract with the next highest scoring Proposer or withdraw the RFP. 3.5. Award Selection Process—Selection of qualified Proposers will be based on the evaluation criteria outlined in Section 5. Additional questions may be asked of Proposers and interviews may be conducted. Proposers will be notified of any additional required information, follow-up or interviews after the written proposals have been evaluated. Discussions may be conducted with the most qualified bidders for the purpose of clarification to assure full understanding of, and conformance to, the solicitation requirements. Revisions may be permitted after submissions, and prior to award, for the purpose of obtaining best and final offers. The committee will rank the semi- finalists and will be responsible for negotiating a firm contract price with the highest ranked respondent. If no agreement can be reached, negotiations may begin with the next ranked respondent. The Proposer selected will enter into a purchase order contract with the District. GENERAL BANKING SERVICES orange County Sanitation Distnd Page 7of 12 3.6 No Commitment to Award — Issuance of this RFP and receipt of proposals does not commit OCSD to award a contract. The District expressly reserves the right to postpone proposal opening for its own convenience, to accept or reject any and /or all proposals received in response to this RFP, to negotiate with more than one Proposer concurrently, or to cancel all or part of this RFP. 3.7. Contract Term—The goods/services provided under this agreement shall be completed as outlined in the Scope of Work/Technical Specifications attached hereto as Attachment A. Service Provider shall provide Services under this agreement commencing on the contract start date and shall continue said Services for the period of five (5)years. 3.8. Renewal of Contract—The District may exercise the option to renew this agreement for up to five (5) years based upon the criteria set forth in these specifications if mutually acceptable Contract terms can be negotiated. 3.9. Fees—The Fee Schedule Proposal for banking services shall remain firm during the contract period. Proposals should include all costs associated with providing the services described Tab Q of the Scope of Work and with the completion and submittal of the Banking Services Bid Form (Attachment B) as identified as a deliverable exhibit within Tab U of the Scope of Work. 3.10 California Law—The Contract with the Awarded Service Provider shall be governed by the laws of the State of California. 3.11 Termination—The District reserves the right to terminate the Contract, in whole or in part, without cause, at any time, by written notice to Service Provider. Such notice of termination shall terminate the Contract and release the District from any further fee, cost or claim by Service Provider other than for work performed to the date of termination. Upon receipt of a termination notice, Service Provider shall immediately discontinue all work under the Contract (unless the notice directs otherwise). The District shall thereafter, within thirty(30) days, pay Service Provider for work performed (cost and fee) up to the date of termination. 3.12 Payment & Invoicing — Payment will be made for services and deliverables on a monthly basis after delivery and acceptance of work product. The District, at its sole discretion, shall be the determining party as to whether all work has been satisfactorily completed. The District shall pay, Net 30 days, upon receipt of itemized invoices, submitted in duplicate, in a form acceptable to the District to enable audit of the charges thereon. The Awarded Service Provider will mail the invoices to: Orange County Sanitation District Attention: Accounts Payable 10844 Ellis Avenue, Fountain Valley, CA 92708-7018 or via email to APStaff@ocsd.com. GENERAL BANKING SERVICES Orange County Sanitation Distrid Page 8of 12 3.13 Pre-Contractual Expenses — Pre-contractual expenses are defined as expenses incurred by the Proposer in: (1) preparing its proposal in response to this RFP; (2) submitting that proposal to the District; (3) negotiating with the District any matter related to this RFP, including a possible contract; or(4)engaging in any other activity prior to the effective date of award, if any, of a contract resulting from this RFP. The District shall not, under any circumstance, be liable for any pre-contractual expenses incurred by Proposers, and Proposers shall not include any such expenses as part of their proposals. 3.14 Work Hours—Unless otherwise noted in Attachment A, Scope of Work/Technical Specifications, the Awarded Service Provider will schedule work through the District's Project Manager. Service Provider will not come on site unannounced. All work shall be scheduled Monday through Friday, between 0630 and 1600 hours. The District will not pay travel time. 3.15 Insurance - Service Provider must meet all insurance requirements as outlined in Attachment D, the Acknowledgement of Insurance Requirements and Certification of Ability to Provide Coverage's Specified affidavit, which must be executed and submitted with the proposal. Certificate of Insurance must only be completed by the Awarded Service Provider. 3.16 Riaht to Review Services. Facilities. and Records—The District reserves the right to review any portion of the services performed by the Service Provider under this Contract, and the Service Provider agrees to cooperate to the fullest extent possible. The Service Provider shall furnish to the District such reports, statistical data, and other information pertaining to the Service Provider's services as shall be reasonably required by the District to carry out its rights and responsibilities under its Contracts with its bondholders or note holders and any other Contract relating to the development of the project(s) and in connection with the issuance of its official statements and other prospectuses with respect to the offering, sale, and issuance of its bond and other obligations. The right of the District to review or approve drawings, specifications, procedures, instructions, reports, test results, calculations, schedules, or other data that are developed by the Service Provider shall not relieve the Service Provider of any obligation set forth herein. 3.17 Indeoendent Contractor— It is further understood that the Service Provider, and its employees, in performing this contract operates as an independent contractor and not as an employee or agent of the District. 3.18 Staff Assistance—Contractor will be provided with the name and contact information of the Project Coordinator at the start of the contract. Upon award of contract, questions regarding the scope of work, scheduling, etc. for this project should be addressed to the Project Coordinator. 4. PROPOSAL FORMAT AND CONTENT 4.1 Proposals will not exceed the number of pages for each section tab as indicated within the Scope of Work, including any graphics and/or attachments, and be submitted in an GENERAL BANKING SERVICES Orange County Sanitation Distract Page 9 of 12 original and three copies. The original must be clearly marked and contain original signatures. Failure to clearly mark the original and provide original signatures may result in a proposal being found non-responsive and given no consideration. 4.2 Proposers must follow the formal and numbering sequences outlined in the Scope of Work and provide all information requested. 4.3 Proposals shall be submitted, using either a PDF document or MSWord document. Please do not include any unnecessarily elaborate or promotional material. 5. EVALUATION OF PROPOSALS An evaluation panel will review all proposals submitted and select the top proposals. These top firms may then be invited to make a presentation to the evaluation panel at the District offices in Fountain Valley, California, at no cost to the District. The District may request Best and Final offers. Based on the presentation and Best and Final offers, if requested, the panel will select the proposal that best fulfills the District's requirements. The District will negotiate with that firm to determine final pricing and contract form. There will be no public opening and reading of bids. Overall responsiveness to Proposals will be evaluated on the basis of: 5.1 Financial strength of bank and ability to protect and collateralize deposits. 5.2 Ability to meet minimum required service levels and offer required bank products. 5.3 Responsiveness to the Request for Proposal process and general provisions, and understanding of the scope of work as evidenced by the services offered in the proposals, presentations, and ability/willingness to sign a District contract. 5.4 Quality of references and overall experience with public agencies 5.5 Qualifications and strength of the relationship management team. 5.6 Fees, or overall cost to the District and ability to guarantee pricing for contract period. 5.7 Ability to offer product and service enhancements. 5.8 Location of bank offices. ATTACHMENT SCOPE OF WORK GENERAL BANKING SERVICES The District currently maintains two bank accounts: • General Operating Account- Used for general disbursements by check, ACH, or wire; used to fund District's bi-weekly payroll primarily by ACH. • Workers' Compensation Account- Used to fund workers' compensation claims managed by a third-party workers' compensation administrator. The District utilizes general banking services, full account reconcilement, positive pay, electronic fraud protection, online tax payments, electronic remote deposit, online wires, and online stop payment placement. Cleared checks are available online. Online reporting includes prior day transactions, intraday transactions and monthly bank statements. Compensating balances and a daily sweep account are utilized. Request For Proposal Specifications and Questionnaire A proposing bank must follow the instructions for preparing the proposal in the prescribed format. Section tabs (A through X) must be used in a three-ring binder, with the responses following the same order of the RFP. Each question in the RFP should be repeated with the bank's response following. Do not include any extraneous marketing materials or change the proposal format or the Bid Form. The size of the print font used must be 11 or greater. Tab A - Table of Contents: (One page maximum.) Table of Contents following the RFP format. Tab B- Transmittal Letter: (One page maximum.) Bank shall submit a one page letter of transmittal which describes the main features of the proposal and be signed by an authorized bank officer. The Letter of Offer shall be addressed to Michael White, Controller and must, at a minimum, contain the following: 1. Identification of Proposer, including name, address, and telephone number. 2. Proposed working relationship between Proposer and subcontractors, if applicable. 3. Name, title, address, and telephone number of contact person during period of proposal evaluation. 4. A statement to the effect that the proposal shall remain valid for a period of not less than 90 calendar days from the date of submittal. 5. Signature and Title of a person authorized to bind Proposer to the terms of the proposal. Tab C-Bank Profile: (Two page maximum in addition to copies of audited financial statements and bank rating report within Financial Strength section below.) Please respond to the following sections: Qualifications—To be considered for selection, proposing banks must meet certain minimum qualifications. Financial institution must be a Federal or State charted banking institution as defined in California Government Code; must be a depository of public funds pursuant to California Government Code Section 53648; must have at least a '.satisfactory" rating from a nationally recognized bank rating service; and must have a dedicated government services unit. Bank Overview—Provide a general overview of the bank's operations, customer base, and fundamental management philosophy. Identify the primary office or branch that the District will be assigned to and where its primary banking business will be conducted. Financial Strength— Provide a summary of the bank's current financial performance to include the level of exposure to high-risk mortgages and other loans, bank profitability and capitalization, and any recent or planned mergers, acquisitions, or major restructuring. Provide key measures of the bank's financial strength, including ratings from nationally recognized rating service(s) and bank rating service(s). Include one copy of the bank's most recent audited financial statement and one copy of the bank's rating from a nationally recognized bank rating service that includes ratings as a long-term issuer, short-term/commercial paper, subordinate debt, and Certificates of Deposit. Experience—Detail the bank's direct experience in servicing public sector clients, including the number of public agency clients in California, the dollar amount of public funds on deposit in California, and the bank's knowledge of and the ability to adhere to the California Government Code and other applicable laws. Tab D—References: (Complete the Reference Sheet provided within Attachment E, one sheet for each reference). The Proposer shall provide the names, addresses, telephone and fax numbers and email for five (5) municipal customers that are of similar size and scope of service utilization as the District that the Proposer has provided a similar service to within the past five (5) years. Tab E- Customer Service: (One page maximum.) The level of customer service provided to the District for its banking needs is an important consideration. The District would prefer one primary bank contact person to handle its day-to-day banking activities. 1. Describe the bank's customer service strategy, to include problem resolution, turnaround times, and ongoing maintenance for governmental clients. 2. Specify whom the District will be calling for day-to-day banking and treasury management issues. 3. Provide a short bio on the key bank personnel who would be responsible for the District's accounts. Tab F- Demand Deposit Accounts: (One page maximum.)The District currently uses two (2) checking accounts: 1)the General Account, primarily for payroll and accounts payable disbursements; and 2)the Workers' Compensation Imprest Account for processing claims by the workers' compensation third-party administrator. 1. How many days after statement cut-off will the District receive its mailed and electronic bank statements? 2. How many days after month-end will the District receive its mailed and on-line Account Analysis statements? 3. Is the account maintenance fee affected by whether the District chooses electronic or mailed bank statements? Tab G- Collateralization of Deposits: (One page maximum plus sample Contract for Deposit of Moneys.)The bank is required to collateralize public funds deposits under the California Government Code, Sections 53651 and 53652. Copies of the reports filed with the State of California shall be made available to the District upon request. 1. What types of securities are used as collateral? Can clients select the type of collateral used? 2. Which bank department is responsible for tracking deposits, monitoring collateral, and filing reports? 3. What is the bank's current level ($ amount)of public funds deposits and the related collateral in California? Tab H-Depository Services: (Two page maximum) The District currently deposits approximately 300 checks a month via remote deposit services (RDC) (Check 21 Services) using a Panini Vision X scanner. 1. Describe the maximum clearing schedule for SAME DAY(items on the depository bank, wire transfers, ACH deposits, etc.), SECOND DAY, and MORE DA Ys funds availability. 2. Verify that any discrepancy in deposits can be brought to the District's attention on the same day as the discrepancy if found and will be followed up in writing within 72 hours. 3. Describe the bank's RDC (i.e., Check 21 services) including policies and procedures as well as the associated fees. 4. What is the document retention requirements within the bank's RDC program? 5. Are your RDC processes through in-house or are any or all of the functions delivered through a third-party contractor? 6. Provide a brief description and general workflow of your remote deposit service capabilities? 7. Does RDC allow for multiple deposits in a single day into different sub-accounts? 8. Is there a limit on the number of checks that can be contained in a single deposit?If so, describe. 9. What is the standard deadline for same-day ledger credit of funds?Are later deadlines available?If so, are there any fees associated with the later deadlines? 10. Is your funds available schedule for remote deposited items different than the standard depository schedule? 11. Does your service allow the District to create deposits offline and transmit them at a later time? 12. How are duplicate items identified and for what period of time does the remote deposit service retain the images to detect duplicates?Briefly describe. 13. Is the District's Panini Vision X scanner compatible with your RDC system?If not, what equipment would you recommend and what is the price for this system? 14. Can checks be automatically endorsed with the bank's RDC service? 15. Describe your demand deposit account stop payment services. Through what channels can a stop payment be initiated?How are stop payments confirmed?How long are stop payments actively enforced in the bank's records? Can the stop payment timeframe be extended? 16. Describe the methods (e.g., web based, manually) the bank offers to place stop payments. What is the deadline for the same day action? 17. Provide information on the bank's returned item handling and notification procedures. Describe the bank's return procedures for non-sufficient funds(NSF) checks. Will the bank be able to full the District's requirement that all returned deposit items be re- deposited at least once?How and when is the District notified of the NSF check? 18. Provide online access for deposit reconciliation including images of deposited items. 19. Provide online and email notifications of deposit issues within 24 hours. Tab 1—Paper Disbursement and Positive Pay Services: (Two pages maximum.) Through its general account, the District issues approximately 1,000 Accounts Payable and Payroll checks monthly and uses Payee Positive Pay. Positive pay data is transmitted to the bank with each check run. The District reviews daily positive pay exceptions online. The District is notified of exceptions through the online positive pay report and the positive pay exceptions are paid by default if the District takes no action. The District receives approximately one exception each month. 1. Please describe the bank's Positive Pay services. 2. Does the bank offer Teller Positive Pay and Payee Verification?If so, please describe the services and provide the bank's positive pay specifications. 3. How are exception items under Positive Pay reported to clients? What is the procedure and timeline for paying or returning exception items? 4. How is manual check information sent to the bank for inclusion in Positive Pay? 5. Does the bank provide on-line check imaging services?If so, please describe. 6. Describe the bank's check truncation service including the option to view images online, and how soon after a check has been cashed the image is available. 7. Describe the bank's method for the placement of stop payment orders. Can the request be made online, and if so, is the confirmation immediate?How long do stop payment orders remain in effect? What is the cost for making stop payments? 8. Please describe the bank's stale dating service. Will the bank agree to not honor checks that have been outstanding for six months or more? Is there a cost for reviewing and returning stale dated checks?How does the bank compensate for checks that are cashed after a stop is placed or is stale dated, and how long does it take for the bank to reimburse? Tab J—Full Account Reconcilement(One page maximum plus copies of any report examples.) The District utilizes full account reconcilement for the operating account. The bank's reconcilement file is downloaded at the month end to the District's accounting system. The District also accesses its bank accounts online by the third business day of the following month. 1. Describe the bank's full reconcilement service. What standard monthly reports are provided? What optional reports are offered Provide an example of a standard and optional reports. 2. How soon after the end of the month can the District download the monthly statements? What file formats are available? 3. Describe how the cleared check file is accessed by the District. What formats are available? Tab K-LAIF Transfers/State Activity: (One page maximum.) The District maintains a Local Agency Investment Fund(LAIF) account, and funds are transferred on a regular basis. 1. Is the bank an approved State of California depository? 2. Does the bank have an office in Sacramento that maintains a direct banking relationship with the State Treasurer's Office and the State Controller's Office? 3. What is the charge per transfer to and from LAIF? 4. Detail the bank's LAIF transfer process. How is the accuracy of the transfers assured? Tab L - Wire Transfers: (One page maximum.) The District currently initiates wire transfers on- line, approximately 10 repetitive outgoing wires a month and receiving approximately 1 incoming wire a month. The District has the ability to initiate wires online, save recurring templates, and store future dated wires. 1. Please describe the bank's on-line wire transfer service capabilities including the ability to create and store repetitive wire templates and to create future-dated wires. Is the service Internet-based? What is the cut-off time for initiating wire transfers to ensure same-day execution?Are there daily limits on wire transfers? 2. Please describe the bank's contingency plans for wire transfers in the event of a system failure. Is there a backup process if internetitransmission lines are unavailable? 3. What safeguards and security measures does the bank have in place to prevent unauthorized use? 4. Can the bank establish a Daylight Overdraft(DOD) line for the District to facilitate wire transfer activity? Tab M-Automated Clearinghouse(ACH): (One page maximum.) The District uses ACH for Direct Deposit of Payroll and wants to consider ACH for vendor payments. 1. Please describe the bank's Automated Clearinghouse (ACH) services and the options available to the District, including the types of ACH files acceptable to the bank, the cut- off times for delivery of the file, file limitations for maximum dollar amounts or number of entries, the type of acknowledgement the bank provides and timeline when a file transmission is received, the procedure for notifying the District when an outgoing ACH transmission fails and how soon the notifications will occur, and the timeframe for making the District whole when a transmission has failed. 2. Does the District have the ability to change, add or delete an item after transmitting the ACH file to the bank?If yes, describe the procedure and cut-off times. 3. Please describe the bank's contingency plans for ACH transactions in the event of a system failure. Is there a backup process if internetitransmission lines are unavailable? 4. Please provide suggestions for business resumption in the event that the District is unable to deliver a payroll ACH file to the bank in a timely manner. 5. What is recommended for ACH vendor payments?Please detail the components and related costs of the proposed service. 6. Does the bank offer ACH Blocks and ACH Filters?If so, please describe the services and the related costs. 7. Does the bank offer special banking programs to District employees on Direct Deposit? If so, please describe Tab N—Payroll Taxes: (One page maximum.) Bi-weekly, the District processes Federal and State Payroll Tax by ACH payment through a banking software program that processes and tracks all tax deposits made. 1. Please describe how the bank provides for Federal and State payroll tax processing services. 2. How is proof of payment provided(i.e., mail, e-mail, etc.)? Tab O-Information Reporting: (One page maximum, plus sample reports.) The District currently accesses on-line prior day and current day balance reporting information. 1. Please describe the bank's on-line information reporting system and security including the use of passwords, authentication, and/or encryption techniques used to protect online data. 2. How can reports be custom-tailored for the end-user? Can the reports be exported to Excel? 3. Can clients obtain current day(intra day) information?Does the bank offer event messaging and other live communication features?Please describe the services. 4. Is the per item fee for prior day reporting based on the number of items reported or accessed? 5. Is the per item fee for current day reporting based on the number of items reported or accessed? 6. How is the assignment of user passwords managed? What other security measures are in place? Tab P— Sweep Product (One page maximum.) The District currently uses sweep services in addition to compensating balances. 1. Please describe any sweep products offered by the bank for the overnight investing of excess bank balances. 2. Does the bank offer an overnight sweep service for collected balances with automatic fund transfer? 3. Describe in detail the investment options available under the sweep service, including the current rate of return. Provide the CUSIP numbers and ticker symbols if applicable. Tab Q-Bank Compensation: (One page maximum.) The District currently compensates for bank services through a combination of earnings allowances on deposit balances and direct fees, with a ledger balance of approximately$406,000 and an available balance of approximately$88,000. The general account and workers'compensation account are consolidated for determining fees. In addition, the District utilizes a sweep product for overnight investing of excess bank balances. The District requires a monthly account analysis statement with a summary page for all accounts. 1. Does the bank accept compensation in fees, collected balances or a combination of the two? Is the price schedule the same either way? 2. If collected balances are acceptable as compensation for fees, please provide the complete formula for calculating the bank's Earnings Credit Rate (ECR). List the bank's ECR for the 12 months. 3. Are institution service codes and Association for Financial Professionals service codes included on the account analysis statement? Can the statement be delivered electronically or accessed online each month? What formats are available?How quickly is the statement available? 4. Can the bank invoice the District for analysis statement fees? 5. Provide a sample of the bank's account analysis statement as an exhibit. 6. Will the bank guarantee the prices in the proposal for the next five years? Tab R-Implementation Plan and Costs: (One page maximum.) The District requires a smooth and low-cost transition to a new bank or enhanced services with its existing bank. In the event your bank is selected, key bank staff assigned to the District will be required to participate in an on-site review of the District and its existing banking practices. The bank will be expected to make a written report to the District on its findings and recommendations and develop a conversion plan based on the review. 1. How long does a typical conversion take? What factors may alter that time period? 2. Please provide a sample conversion timetable/schedule. 3. Will training be on-site, or will our staff need to attend training at your facilities? If off--site training is required, where are the training facilities located? 4. Will the conversion be at no cost to the District?If not, what size conversion allowance (specific dollar amount) will the bank provide to the District? 5. Will the bank take the lead and responsibility for conversion progress, with weekly updates of progress to District staff? 6. Do you provide written user manuals for all services?How often are manuals updated? Are user manuals available online? 7. Do you provide on-going training after implementation?Is the training on-site, off-site, or on-line? Tab S—Business Continuity: (One page maximum.) Describe the bank's disaster contingency plan, contacts and backup systems for continued District operations in the event of a system failure, natural disaster, and/or other emergencies. 1. Is there a backup site? 2. When was the bank's disaster recovery plan last updated and tested? 3. Can the bank provide emergency cash as the District's demand?If so, what are the limits? 4. Describe any other services that might help the District function with minimal interruption. Tab T-Service Enhancements: (Two pages maximum.) Based on the information provided in the RFP and your bank's knowledge of the public sector, please describe any services or technological enhancements, not previously mentioned, that should be considered for further improving the effectiveness of the District's treasury management operations. Please include the related pricing information. EXHIBITS TO BE INCLUDED WITHIN THE BANKING SERVICES BID Tab U: Completed Banking Services Bid Form (Attachment B) Tab V. Bank's Standard Bank Fee Schedule Tab W.• Sample Account Analysis Statement Tab X: Bank's Annual Report for 2016 Tab Y: File Formats for Positive Pay and ACH ATTACHMENT B GENERAL BANKING SERVICES - BID FORM Compensation for Services rendered as listed in "Attachment A—Scope of Services" and within B3 Work Plan on page 10 of the RFP. Name of Bank: Estimated Monthly Volumes SERVICE DESCRIPTION 1 1. General Cbeckin Account Services a. DDA Maintenance checks truncated 2 b. Deposit Admin. or FDICper$1000 435 7 c. On-line Account Analysis 2 d. Electronic Credits Received 16 e. Electronic Debits Received 4 f. Bank Statements—Web 2 . NSF Items Paid 5 h. Transfers to LAIF 1 i. Transfers from LAI F 6 Sub-Total 2. Depository Services a. Remote Deposit Monthly Maintenance 1 b. Deposit Adjustments 1 c. Checks Deposited—Unenooded 50 d. Checks Recleared 2 e. Returned Items 1 f. Branch Deposits 0 Sub-Total 3. Account Recon./Positive Pa a. Monthly Maintenance 2 b. Per Check Paid 1,000 c. Per Check Reconciled 1,000 d. Exception Item Reported 10 e. Exception Item Imaged 10 f. Exception Item Returned 1 . Check Issue Transmissions 14 h. Per Item Transmitted 1,000 I. Staledate Maintenance 1 I. Staledate Listing per item 55 k. Per Check Image 1,000 I. Stop Payments—PC 2 n. Stop Payments—Tele hone 0 Sub-Total 4. PC Tax Deposits a. Maintenance 3 b. Federal Tax Payments 2 c. State Tax Payments 4 c. Tax Recei is— Faxed 2 Please do not alter Bid Form. 1 Write in any adjustments required. SERVICE DESCRIPTION 1 5. Automated Clearin house ACH a. ACH Maintenance 1 b. Input Transmissions 3 c. ACH Credits 3,760 _ d. ACH NOC- Mailed advice 1 e. ACH Returned Items 1 Sub-Total 6. Information Reporting— Web a. Prior Day Maintenance 2 b. Prior Day Items Reported/Accessed 750 c. Current Day Maintenance 2 d. Current Day Items Reported /Accessed 300 Sub-Total 7, Wire Transfers- Web a. Monthly Maintenance 1 b. Out oin Wires— Re etitive 10 c. Outgoing Wire - Non-repetitive 1 d. Incoming Wires 1 e. Template Storage 15 Sub-Total 8. Other Services a. b. c. Sub-Total Total Monthly Bank Fees Other Information Earnings Credit Rate for August 2017: Uncollected Funds Rate (%) Overdraft Rate (%) Fixed Pricing Guarantee (#years): Bank Information Name of Bank: Name of Contact Bank Officer: Bank Officer's Tel. Number: Bank Officer's E-Mail Address: Signature of Authorized Bank Officer: Please do not alter Bid Form. 2 Write in any adjustments required. ATTACHMENT NON-COLLUSION AFFIDAVIT GENERAL BANKING SERVICES This Affidavit To Be Fully Executed Non-Collusion Affidavit State Of ) ) Ss. County Of ) Being First Duly Sworn, Deposes And Says That He Or She Is Of The Party Making The Bid, That The Bid Is Not Made In The Interest Of, Or On Behalf Of, Any Undisclosed Person, Partnership, Company, Association, Organization, Or Corporation; That The Bid Is Genuine And Not Collusive Or Sham; That The Bidder Has Not Directly Or Indirectly Induced Or Solicited Any Other Bidder To Put In A False Or Sham Bidder,And Has Not Directly Or Indirectly Colluded, Conspired, Connived, Or Agreed With Any Bidder Or Anyone Else To Put In A Sham Bid, Or That Anyone Shall Refrain From Submitting A Bid; That The Bidder Has Not In Any Manner, Directly Or Indirectly, Sought By Agreement, Communication, Or Conference With Anyone To Fix The Bid Price Of The Bidder Or Any Other Bidder, Or To Fix Any Overhead, Profit, Or Cost Element Of The Bid Price, Or Of That Of Any Other Bid, Or To Secure Any Advantage Against The Public Body Awarding The Contract Of Anyone Interested In The Proposed Contract; That All Statements Contained In The Bid Are True; And, Further, That The Bidder Has Not, Directly Or Indirectly, Submitted His Or Her Bid Price Or Any Breakdown Thereof, Or The Contents Thereof, Or Divulged Information Or Data Relative Thereto, Or Paid, And Will Not Pay Any Fee To Any Corporation, Partnership, Company Association, Organization, Bid Depository, Or To Any Member Or Agent Thereof To Effectuate A Collusive Or Sham Bid. I Declare Under Penalty Of Perjury Under The Laws Of The State Of California That The Foregoing Is True And Correct Signature Of: President, Secretary, Manager, Owner Or Representative Subscribed And Sworn To Before Me This , Day Of 2015. Signature Of Notary Public In And For The County Of State Of All Signatures Must Be Witnessed By Notary Attachment D ACKNOWLEDGMENT OF INSURANCE GENERAL BANKING SERVICES ACKNOWLEDGMENT OF INSURANCE REQUIREMENTS* AND CERTIFICATION OF ABILITY TO PROVIDE AND MAINTAIN COVERAGES SPECIFIED I, the (President, Secretary, Manager, Owner or Representative) Of , certify that the Specifications and (Name of Company, Corporation or Owner) General Provisions regarding insurance requirements as stated below,for the Purchase Contract designated Specification No. , have been read and understood and that our firm,as bidder on this project is able to provide and maintain the coverage as specified below. If the awarded bidder fails to provide said coverage,this shall be sufficient cause for contract termination. Failure to maintain said coverage shall result in termination of the awarded bidder's contract. Date: (Signature of President, Owner or Authorized Company Representative) Return the signed Acknowledgement to the Buyer handling the bid/RFP. INSURANCE REQUIREMENTS 'WE STRONGLY RECOMMEND THIS SHEET BE GIVEN TO YOUR INSURANCE AGENT/BROKER IMMEDIATELY TO ENSURE YOUR FIRM IS ABLE TO COMPLY WITH OUR REQUIREMENTS IN THE EVENT YOUR FIRM IS AWARDED THE CONTRACT Once you have been awarded the contract,please provide us with a certificate of insurance and supporting endorsements as described below. The actual endorsements(see Proof of Coverage below for specific form numbers)must be provided-a statement on an insurance certificate will not be accepted in lieu of the actual endorsement. We prefer to receive original electronic documents in PDF format via e-mail to rkleinman(rpocsd.com. Only if you cannot send electronic carts and endorsements will we accept hard copies sent to Randall Kleinman, Orange County Sanitation District, Div.260, 10844 Ellis Avenue, Fountain Valley, CA 92708. Faxed copies are not considered original documents;your insurance is not considered in compliance until all originals are received. 1. WORKER'S COMPENSATION INSURANCE: The Vendor shall provide such Workers Compensation Insurance as required by the Labor Code of the State of California, including Employers Liability Insurance with a minimum limit of$1,000,000.00. Such Worker's Compensation Insurance shall be endorsed to provide for a waiver of subrogation in favor of OCSD. A statement on an insurance certificate will not be accepted in lieu of the actual endorsements unless your insurance carrier is State of California Insurance Fund(SCIF and the endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. 2. GENERAL LIABILITY INSURANCE: The Vendor shall maintain during the life of this contract, including the period of warranty, Commercial General Liability Insurance written on an occurrence basis providing the following minimum limits of liability coverage: $1.0 million per occurrence with$1.0 million aggregate. Said insurance shall include coverage for the following hazards: Premises-Operations, blanket contractual liability(for this Agreement), products liability/completed operations(including any product manufactured or assembled), broad form property damage, blanket contractual liability, independent contractors liability, personal and advertising injury, mobile equipment,cross liability and severability of interest clauses.A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement(s). If requested by OCSD and applicable,XCU coverage(Explosion, Collapse and Underground)and Riggers Liability must be included in the General Liability policy and coverage must be reflected on submitted Certificate of Insurance. 3. AUTOMOTIVE/VEHICLE LIABILITY INSURANCE: The Vendor shall maintain a policy of Automotive Liability insurance on a comprehensive form covering all owned, non-owned, and hired automobiles,trucks, and other vehicles providing the following minimum limits of liability coverage: Combined single limit of$1.0 million or alternatively,$500,000 per person for bodily injury and $500,000 per accident for property damage. A statement on an insurance certificate will not be accepted in lieu of the actual additional insured endorsement. 4. ERRORS AND OMISSIONS tEBO)and CYBER LIABILITY INSURANCE If Professional Services will be provided,vendor must maintain Errors and Omissions coverage(professional liability coverage) in an amount of not less than$1.0 million, per occurrence throughout the tern of this Agreement. If the Vendor provides services related to information technology,the Vendor must maintain third-party Cyber Liability insurance with limits of not less than $1.0 million per occurrence covering claims involving technology professional liability, privacy liability where applicable(including but not limited to loss of OCSD employee information), security liability where applicable(including but not limited to technology attacks via hackers or viruses, and cyber extortion threats), media liability where applicable (including but not limited to libel, slander and copyright infringement from content created by the Vendor),and damage to or destruction of electronic information or media. 5. UMBRELLA EXCESS LIABILITY: The minimum limits of general liability and automotive liability insurance required,as set forth above, shall be provided for either a single policy of primary insurance,or a combination of policies of primary and umbrella excess coverage. Umbrella excess liability coverage shall be issued with limits of liability which,when combined with the primary insurance,will equal the minimum limits for general liability and automotive liability. 6. ADDITIONAL INSURED ENDORSEMENTS: Each policy of insurance obtained,except Worker's Compensation coverage and Errors and Omissions Coverage, shall name OCSD, its Directors, officers, agents,consultants,and employees for this contract, and all public agencies from whom permits will be obtained and their Directors, officers, agents and employees, as determined by OCSD,as additional insured on said policies. No exclusionary language or limitations shall be applicable to any additional insured that are not applicable to the named insured. In addition, insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by OCSD shall be excess only and not contributing with insurance provided under said policies. If this coverage is not provided within the coverage form(insurance policy)it shall also be endorsed as primary and non- contributory coverage. 7. PROOF OF COVERAGE: The Vendor shall furnish OCSD with original certificates and amendatory endorsements effecting coverage. Said policies and endorsements shall conform to the requirements herein stated. All certificates and endorsements are to be received and approved by OCSD before work commences. OCSD reserves the right to require complete, certified copies of all required insurance policies, including endorsements,affecting the coverage required,at any time. The following are approved forms that must be submitted as proof of coverage: • Certificate of Insurance ACORD Form 25 or other equivalent Certificate of Insurance form. • Additional Insured (ISO Form)CG2010 1185 or (General Liability) The combination of(ISO Forms)CG 2010 10 01 and CG 2037 10 01 All other Additional Insured endorsements must be submitted for approval by OCSD,and OCSD may reject alternatives that provide different or less coverage to OCSD. • Additional Insured Submit endorsement provided by carrier for OCSD approval. (Auto Liability) • Waiver of Subrogation State Compensation Insurance Fund Endorsement No.2570 or equivalent. • Cancellation Notice State Compensation Insurance Fund Endorsement No.2065 or equivalent. 8. PERIOD OF COVERAGE: Insurance coverage is required for the period when Vendor has entered onto OCSD's property for purposes of general maintenance or repair of OCSD's equipment, or for routine service work pursuant to contract, including but not limited to the disconnection or removal of equipment purchased, until completion of all work or service required by the contract. 9. CANCELLATION NOTICE: Each insurance policy required herein shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30)days' prior written notice. The ACORD Form shall state the required thirty(30)days'written notification. Policy shall not terminate,nor shall it be cancelled nor the coverage reduced, until thirty(30)days after written notice is given to OCSD except for non-payment of premium which shall require not less than ten (10)days written notice to OCSD. Should there be changes in coverage or an increase in deductible or SIR amounts,the Vendor and its insurance broker/agent shall send to OCSD a certified letter which includes a description of the changes in coverage and/or any increase in deductible or SIR amounts. The certified letter must be sent to the attention of Randall Kleinman,Risk Management, Div.260, and shall be received by OCSD not less than thirty(30)days prior to the effective date of the change(s)if the change would reduce coverage or increase deductibles or SIR amounts or otherwise reduce or limit the scope of insurance coverage provided to the OCSD. 10. INSURANCE CARRIER RATING: The insurers must have an A-(A minus),or better,policyholder's rating,and a financial rating of Class Vlll, or better, in accordance with the most current A.M. Best Rating. OCSD recognizes that State Compensation Insurance Fund has withdrawn from participation in the A.M. Best's rating process. Nevertheless, OCSD will accept State Compensation Insurance Fund for the required policy of Worker's Compensation Insurance,subject to OCSD's option,at any time during the term of this contract, to require a change in insurer, upon twenty(20)days written notice. OCSD will also require Vendor to substitute any insurer whose rating drops below levels herein specified. Said substitution shall occur within twenty(20)days of written notice to Vendor by OCSD or its agent. 11. PRIMARY INSURANCE: All liability policies shall contain a Primary and Non Contributory Clause. Any other insurance maintained by OCSD shall be excess and not contributing with the insurance provided by Vendor. 12. SEPARATION OF INSURED: All liability policies shall contain a"Separation of Insured"clause. 13. NON LIMITING (if applicablel: Nothing in this document shall be construed as limiting in anyway, nor shall it limit the indemnification provision contained in the Agreement, or the extent to which Vendor may be held responsible for payments of damages to persons or property. 13. DEDUCTIBLES AND SELF INSURED RETENTIONS: Any deductible and/or self insured retentions must be declared to OCSD on the Certificate of Insurance. All deductible and/or self insured retentions require approval by OCSD. At the option of OCSD,either: the insurer shall reduce or eliminate such deductible or self-insured retention as respects OCSD;or the Vendor shall provide a financial guarantee satisfactory to OCSD guaranteeing payment of losses and related investigations, claim administration and defense expenses. 14. DEFENSE COSTS: Liability policies, except for Errors and Omissions Coverage, shall have a provision that defense costs for all insureds and additional insureds are paid in addition to and do not deplete any policy limits. 15. LIMITS ARE MINIMUMS: If Vendor maintains higher limits than any minimums shown above, OCSD requires and shall be entitled to coverage for the higher limits maintained by Vendor. Attachment E REFERENCE SHEET GENERAL BANKING SERVICES The proposer shall copy and complete this form for each reference being submitted (MINIMUM OF 5) as demonstration of the vendor and subcontractor's prior experience. In addition, the proposer is advised that if the contact person listed for the reference is unable to be reached during the evaluation, the listed experience may not be considered. Proposer's Name: Reference Information(Prior Services Performed For:) Name of Reference Company: Address of Reference Company: Reference Contact Name: Contact Person Phone 0 Contact Person e-mail address: Dates of Prior Services: Description of Prior Services Performed: RESOLUTION NO. OCSD 18-XX A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ORANGE COUNTY SANITATION DISTRICT, AUTHORIZING THE ESTABLISHMENT OF MISCELLANEOUS BANKING ACCOUNTS, ESTABLISHING POLICIES GOVERNING THE TRANSACTIONS RELATED THERETO, AND DESIGNATING EMPLOYEES TO ACT ON THE DISTRICT'S BEHALF FOR SAID ACCOUNTS; AND REPEALING RESOLUTION NO. OCSD 98-24 WHEREAS, mostfinancial transactions of the District involving a transfer:of funds other than for investments, are processed by the District through accounts and funds on deposit with the District's Treasurer; and, WHEREAS, there are three (3) categories of transactions handled by the: District which require daily accounting and fund transfers, to wit: (1) petty cash; (2) self-funded worker's compensation claims; and (3) short-term investment earnings; and, WHEREAS, in order to properly manage these daily transactions, the District needs depository accounts with banks and/or savings and loan associations. NOW, THEREFORE, the Board of Directors of Orange County Sanitation District, DOES HEREBY RESOLVE, DETERMINEAND ORDER: Section1. Thatthe District's Treasurer isauthorized todesignate, bywritten directive, certain employees, or contract agents acting as District administrators for worker's compensation claims, who are empowered to act on the District's behalf relating to making deposits, issuing checks, ordering transfer of funds, and signing bank documents related solely to those transactions. The designated employees or agents shall be listed by name in the Treasurer's written directive, and may be changed from time to time at his discretion. The employees shall be the incumbents of the following job classifications: • Treasurer • General Manager • Director of Finance • Finance Manager • Controller • Accounting Supervisor • Such other similar positions as designated by the General Manager • Such agents who act as administrators for the District pursuant to written agreement approved by the General Counsel OCSD-I8-XX-1 Section 2. That the Treasurer or designated employees are authorized to establish, in the name of the District, one or more deposit accounts with those depositories set forth in Section 3 below, upon such terms and conditions as may be agreed upon with said depositories. Said accounts shall befor the purpose of handling the transfer of funds related to the: • District's Petty Cash Fund • District's Self-Funded Worker's Compensation Insurance Fund • District's Short-Term Investment Earnings Fund Section 3. That the following depository is approved for the deposit of District funds: Banc of California Section 4. That the Treasurer or designated employees, but not the District's Contract Agents, are authorized to execute Telephone Transfer Service Agreements or Authorizations, Funds Transfer Agreements, and Funds Transfer on Oral Instruction Agreements, with any authorized depository. Section 5. That all withdrawal of monies by and on behalf of the District from the authorized accounts shall be signed by any one person designated by the Treasurer in the Bank-Depositor Agreements, unless said Agreements specifically provide for two authorized signatures. Section 6. That the authority delegated hereby to the District's Treasurer is made to Lorenzo Tyner, whose signature appears after his name: Lorenzo Tyner (Authorized Signature) PASSED AND ADOPTED at a regular Meeting of the Board of Directors held May 23, 2018. Gregory C. Sebourn, PLS Board Chairman Kelly A. Lore, MMC Clerk of the Board OCSD-I8-XX-2 STATE OF CALIFORNIA ) as COUNTY OF ORANGE ) I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation District, do hereby certify that the foregoing Resolution No. OCSD 18-XX was passed and adopted at a regular meeting of said Board on the 23rd day of May 2018, by the following vote, to wit: AYES: NOES: ABSTENTIONS: ABSENT: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Orange County Sanitation District this 231d day of May 2018. Kelly A. Lore, MIMIC Clerk of the Board of Directors Orange County Sanitation District OGSD-I8-XX-3 ADMINISTRATION COMMITTEE Melting D310 TOBE.Of Dir. 05/09/18 05/23/18 AGENDA REPORT Item Item Number 9 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: TEMPORARY EMPLOYMENT SERVICES GENERAL MANAGER'S RECOMMENDATION A. Approve Service Contracts for Temporary Employment Services, Specification No. S-2018-92913D, for a 13-month period (June 1, 2018 through June 30, 2019)for a total amount not to exceed $1,429,400 with four (4) one-year annual renewal options (1 2-months)to the following: HB Staffing: General Staffing 22A Century Technologies Inc.: General Staffing Material and Contract Services Inc.: Contract Services Staff Today Inc.: General Staffing Harvest Technical Services Inc.: Engineering, Technical Staffing Project Partners Inc.: Engineering, Technical Staffing SoftHQ: General Staffing Advanced Resources LLC: General Staffing Diskriter Inc.: General Staffing B. Approve an annual contingency of$142,940 (10%); and C. Authorize the General Manager to add or remove staffing firms from the available pool as needed to meet work requirements identified by the Human Resources Department. BACKGROUND Temporary workers are hired,fora limited duration, through third-party staffing firms when regular employees are not available to cover for employee absences due to illness, vacation, and leave of absence; or for unforeseen circumstances such as increased work demands due to regulatory changes. In addition, temporary workers are also used for approved special projects and budgeted capital improvement projects (CIP)that are non- engineering related. The cost of a temporary worker includes the worker's hourly rate in addition to a "mark- up" rate, which is payment to the staffing firm to cover the benefits provided to the temporary worker and overhead costs. The key advantage associated with temporary staffing is flexibility, since temporary workers are used for adjusting staffing levels quickly and for a limited timeframe. Page 1 of 3 Additionally, in May 2014, the Orange County Sanitation District's (Sanitation District) Board of Directors approved entering into contracts for Temporary Employment Services for a one-year period, with four one-year renewal options. The final renewal option expired during the FY 2017-18 and the Human Resources Department solicited bids to evaluate the list of staffing firms available to provide staffing flexibility and to comply with the Sanitation District's Purchasing Ordinance. The proposed vendors within this report include those that were evaluated through the request for purchase (RFP) process. RELEVANT STANDARDS • Ensure the public's money is wisely spent PROBLEM Annually, the General Manager requests the Board of Directors approval to enter into agreements with various staffing firms, which could change throughout the year, based on quality of service, caliber of candidates, and competitive rates. The General Manager also requests authorization to identify and select the staffing firms that will be utilized by the Sanitation District moving forward, without the need for additional approval from the Board of Directors, as long as the Board of Directors continue to allocate funds for temporary staffing services within the Operating Budget. PROPOSED SOLUTION Approve service contracts for Temporary Employment Services with temporary services firms for a total amount not to exceed $1,429,400 per year, for a 13-month period, with four one-year renewal options and approve an annual contingency of $142,940 for unanticipated temporary services that may be required to cover for employee absences due to illness, vacation, and leave of absence; or for unforeseen circumstances such as increased work demands. Authorize the General Manager to identify and select the staffing fines that will be utilized to meet the changing staffing needs of the Sanitation District. Through the bid process, staff was able to identify 10 staffing firms that may be utilized for temporary employment services as needed for the fiscal year 2018-19. The agencies are listed below: 1. HB Staffing: General Staffing 2. 22-nd Century Technologies Inc.: General Staffing 3. Material and Contract Services Inc.: Contract Services 4. Staff Today Inc.: General Staffing 5. Harvest Technical Services Inc.: Engineering, Technical Staffing 6. Project Partners Inc.: Engineering, Technical Staffing 7. SoftH : General Staffing 8. Advanced Resources LLC: General Staffing 9. Diskriter Inc.: General Staffing Page 2 of 3 The Sanitation District anticipates utilizing additional staffing firms in the future to meet its organizational needs; therefore, staff is requesting authorization for the General Manager to enter into similar agreements with other staffing firms, as needed. Human Resources staff interviews each staffing firm prior to entering into a contract for services to ensure administrative requirements are met for doing business with the Sanitation District. Purchasing staff works with the staffing firm to obtain the proper signatures and ensure all requirements are met prior to entering into a contract with the Sanitation District. The contract includes information related to work hours, billing rates, invoicing, payment, and confidentiality. TIMING CONCERNS The Board of Directors approval is necessary to ensure the Sanitation District meets its changing staffing needs and workload demands are met. RAMIFICATIONS OF NOT TAKING ACTION The Sanitation District will not have access to temporary staffing services to offset staffing needs that were not pre-planned during the budget process. PRIOR COMMITTEE/BOARD ACTIONS April 2018 - Board of Directors approved an increase of$80,000 to the authorized funds for an overall total of $1,267,190 for the current agreements in place (Specification No. CS-2009-42113D) ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation Districfs Purchasing Ordinance. This item has been budgeted in the proposed FY 2018-19 budget update. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.com) with the complete agenda package: Draft Service Contracts Page 3 of 3 SERVICE CONTRACT Temporary Employment Services Specification No. S-2018.929BD 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 (hereinafter referred to as "OCSD") and CathyJon Enterprises, Inc., dba. HB Staffing with a principal place of business at 2120 Main, Street Suite 250 Huntington Beach, CA 92648 hereinafter referred to as "Contractor') collectively referred to as the"Parties". WITNESSETH WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary Employment Services"Services" as described in Exhibit"A; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, on May 23, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish such Services, NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract') is made by OCSD and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in 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. Exhibit "A" Scope of Work Exhibit 'B" Proposal Exhibit"C" Acknowledgement of Insurance Requirements Exhibit "D" OCSD Safety Standards Exhibit "E" Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions 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 Specification No. S-2018-9298D 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Work Hours: The work required under this Agreement may include normal business hours, evenings, and weekends. OCSD will not pay travel time. 1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week, eight (8) hours per day or a 9/80 schedule which is eight (8)- nine (9) hour days and one (1) - eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in two weeks may be worked if prior written approval is obtained from OCSD. Assigned Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00 p.m., with one hour set aside each of these days as non-compensated personal time. 1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.11 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 to be paid by OCSD will be based upon rates established in Exhibit"B" Proposal for actual services provided. This Contract does not provide a minimum guarantee of work and is for services on an as needed basis for each fiscal year as approved by OCSD. 2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall be required to also supply the billing rates for each of the candidates. 2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its sole discretion, reserves the right to refuse any increases other than those mandated either by state or federal law. 3. California Department of Industrial Relations (DIR) Registration and Record of Wages (Not Used) 4. Payments and Invoicing 4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole discretion,shall be the determining party as to whether the Services have been satisfactorily completed. 4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff((DOCSD.com and "INVOICE" with the Purchase Order Number and Specification No. S-2018-929BD shall be referenced in the subject line. 5. Audit Rights Contractor agrees that, during 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 Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit"A". 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 for the period of thirteen (13) months commencing on June 1, 2018 and continuing through June 30, 2019. 9. Renewals 9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods based upon the criteria set forth in Exhibit "A", under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 9.2 This Contract may be renewed by OCSD Purchase Order. 10. Extensions The term of this Contract may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 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 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. 12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not complying with the Scope of Work requirements, If the level of service is inadequate, or any other default of this Contract. 12.3 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 Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 12.4 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. Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D 13. 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 requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract 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. 14. Bonds (Not Used) 15. 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(s) or by anyone directly or indirectly employed by Contractor, and whether such damage or injury shall accrue or be discovered before or after the termination of the Contract. Except as to the sole active negligence of or willful misconduct of OCSD, Contractor shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys'fees: (a)for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Contractor's performance under the Contract, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Contract, and/or (c) on account of any goods and services provided under this Contract. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Contractor of or anyone employed by or working under Contractor. To the maximum extent permitted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and ensure their employees follow all Federal, State, and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during the course of the Contract it is discovered that OCSD Safety Standards do not comply with Federal, State, or local regulations, then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all of its employees and subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in Exhibit V. 17. Warranties (Not Used) 18. Liguidated Damages (Not Used) 19. 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 Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D from the Contract. 20. 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. 21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed 2.) 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. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained and will maintain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work performed under the terms of this Contract will be paid by Contractor. 24. 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. 25. Contractor's Employees Compensation (Not Used) 26. South Coast Air Quality Management 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. 27. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange, in the event any action is brought in connection with this Contract or the performance thereof. 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. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 29. Remedies In addition to other remedies available in law or in equity, if the Contractor fails to make delivery of the goods or Services or repudiates its obligations under this Contract, Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D 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. 30. Dispute Resolution 30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 30.2 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(2)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 (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 31. 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 necessary disbursements in addition to any other relief to which he may be entitled. 32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 33. 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. 34. 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. 35. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D 36. 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 Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 36.1 OCSD has the right to conduct reference and background checks on the Contractor's recommended personnel. 36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to starting work at OCSD. Time used for this purpose shall not be charged to OCSD. 36.3 Contractor and its employees shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Contractor. 36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without express written consent. 36.5 Contractor and its employees shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall be responsible for providing, at Contractor's expense, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of Contractor's breach of this provision. 36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified Contractor for tax purposes. 36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's satisfaction. 36.8.1 OCSD has the right to have any of the Contractors temporary personnel not satisfactory to OCSD removed from consideration for all OCSD assignments. 36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the Contractor to work at OCSD until applicant has worked on said assignment for a period of six (6) months. Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D 36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it chooses to hire. 37. Limitations upon Subcontracting and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 39. 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 Contract. 40. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 41. 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. 42. 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 Specification No. S-2018-9298D 43. 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 for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Jennifer Martin Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Cathy Volpe President CathyJon Enterprises, Inc., dba. HB Staffing 2120 Main Street, Suite 250 Huntington Beach, CA 92648 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Marc Dubois Contracts, Purchasing and Materials Management Manager CathyJon Enterprises, Inc., dba. HB Staffing Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D SERVICE CONTRACT Temporary Employment Services Specification No. S-2018.929BD 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 (hereinafter referred to as "OCSD") and 22nd Century Technologies, Inc. with a principal place of business at 220 Davidson Avenue, Suite 118, Somerset, NJ 08873 hereinafter referred to as "Contractor') collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary Employment Services"Services" as described in Exhibit"A"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, on May 23, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish such Services, NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in 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. Exhibit "A" Scope of Work Exhibit"B" Proposal Exhibit'C" Acknowledgement of Insurance Requirements Exhibit "D" OCSD Safety Standards Exhibit"E" Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions 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 Specification No. S-2018-9298D 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Work Hours: The work required under this Agreement may include normal business hours, evenings, and weekends. OCSD will not pay travel time. 1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week, eight (8) hours per day or a 9/80 schedule which is eight(8)- nine (9) hour days and one (1) - eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in two weeks may be worked K prior written approval is obtained from OCSD. Assigned Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00 p.m., with one hour set aside each of these days as non-compensated personal time. 1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.11 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 to be paid by OCSD will be based upon rates established in Exhibit"B" Proposal for actual services provided. This Contract does not provide a minimum guarantee of work and is for services on an as needed basis for each fiscal year as approved by OCSD. 2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall be required to also supply the billing rates for each of the candidates. 2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its sole discretion, reserves the right to refuse any increases other than those mandated either by state or federal law. 3. California Department of Industrial Relations (DIR)Registration and Record of Wages (Not Used) 4. Payments and Invoicing 4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole discretion,shall be the determining party as to whether the Services have been satisfactorily completed. 4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff(@,OCSD.com and "INVOICE" with the Purchase Order Number and Specification No. S-2018-929BD shall be referenced in the subject line. Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D 5. Audit Rights Contractor agrees that, during 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 Contractor pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit"A". 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. 8. Contract Term The Services provided under this Contract shall be for the period of thirteen (13) months commencing on June 1, 2018 and continuing through June 30, 2019. 9. Renewals 9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods based upon the criteria set forth in Exhibit "A", under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason H it elects not to renew. 9.2 This Contract may be renewed by OCSD Purchase Order. 10. Extensions The term of this Contract may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 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 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. 12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Contract. 12.3 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 Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 12.4 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. Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D 13. 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 requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract 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. 14. Bonds (Not Used) 15. 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 subcontractors) 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, 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 employed by or working under Contractor. To the maximum extent permitted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and ensure their employees follow all Federal, State, and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during the course of the Contract it is discovered that OCSD Safety Standards do not comply with Federal, State, or local regulations, then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all of its employees and subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in Exhibit V. 17. Warranties (Not Used) 18. Liquidated Damages (Not Used) 19. 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 Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D by a Force Majeure condition may be rescheduled by mutual consent or may be eliminated from the Contract. 20. 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. 21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed 2.) 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. Regulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained and will maintain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work performed under the terms of this Contract will be paid by Contractor. 24. 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. 25. Contractor's Employees Compensation (Not Used) 26. South Coast Air Quality Management 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. 27. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange, in the event any action is brought in connection with this Contract or the performance thereof. 28. 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. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D 29. Remedies In addition to other remedies available in law or in 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. 30. Dispute Resolution 30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 30.2 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(2)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 (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 31. 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 necessary disbursements in addition to any other relief to which he may be entitled. 32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 33. 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. 34. 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. Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D 35. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. 36. 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 Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 36.1 OCSD has the right to conduct reference and background checks on the Contractor's recommended personnel. 36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to starting work at OCSD. Time used for this purpose shall not be charged to OCSD. 36.3 Contractor and its employees shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Contractor. 36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without express written consent. 36.5 Contractor and its employees shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall be responsible for providing, at Contractor's expense, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of Contractor's breach of this provision. 36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified Contractor for tax purposes. 36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's satisfaction. 36.8.1 OCSD has the right to have any of the Contractor's temporary personnel not satisfactory to OCSD removed from consideration for all OCSD assignments. 36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the Contractor to work at OCSD until applicant has worked on said assignment for a period of six Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D (6) months. 36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it chooses to hire. 37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 39. 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 Contract. 40. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 41. 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. 42. 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 Specification No. S-2018-9298D 43. 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 for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Jennifer Martin Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Administrator Eva Gaddis-McKight 22nd Century Technologies, Inc. 220 Davidson Avenue Suite 118 Somerset, NJ, 08873 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Marc Dubois Contracts, Purchasing and Materials Management Manager 22nd Century Technologies, Inc. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D SERVICE CONTRACT Temporary Employment Services Specification No. S-2018.929BD 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 (hereinafter referred to as "OCSD") and Material and Contract Services, Inc., with a principal place of business at 39899 Balentine Drive, Suite 190, Newark, CA 94560-5303 hereinafter referred to as "Contractor") collectively referred to as the"Parties". WITNESSETH WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary Employment Services"Services" as described in Exhibit"A"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, on May 23, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish such Services, NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in 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. Exhibit "A" Scope of Work Exhibit "B" Proposal Exhibit"C" Acknowledgement of Insurance Requirements Exhibit "D" OCSD Safety Standards Exhibit "E" Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions 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 Specification No. S-2018-9298D 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Work Hours: The work required under this Agreement may include normal business hours, evenings, and weekends. OCSD will not pay travel time. 1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week, eight (8) hours per day or a 9/80 schedule which is eight (8)- nine (9) hour days and one (1) - eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in two weeks may be worked if prior written approval is obtained from OCSD. Assigned Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00 p.m., with one hour set aside each of these days as non-compensated personal time. 1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.11 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 to be paid by OCSD will be based upon rates established in Exhibit"B" Proposal for actual services provided. This Contract does not provide a minimum guarantee of work and is for services on an as needed basis for each fiscal year as approved by OCSD. 2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall be required to also supply the billing rates for each of the candidates. 2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its sole discretion, reserves the right to refuse any increases other than those mandated either by state or federal law. 3. California Department of Industrial Relations (DIR) Registration and Record of Wages (Not Used) 4. Payments and Invoicing 4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole discretion,shall be the determining party as to whether the Services have been satisfactorily completed. 4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaffaOCSD.com and "INVOICE" with the Purchase Order Number and Specification No. S-2018-929BD shall be referenced in the subject line. 5. Audit Rights Contractor agrees that, during 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 Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit"A". 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 Tenn The Services provided under this Contract shall be for the period of thirteen (13) months commencing on June 1, 2018 and continuing through June 30, 2019. 9. Renewals 9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods based upon the criteria set forth in Exhibit "A°, under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 9.2 This Contract may be renewed by OCSD Purchase Order. 10. Extensions The term of this Contract may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 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 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. 12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Contract. 12.3 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 Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 12.4 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. 13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract 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. 14. Bonds (Not Used) 15. 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 subcontractors) 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, 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 employed by or working under Contractor. To the maximum extent permitted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and ensure their employees follow all Federal, State, and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during the course of the Contract it is discovered that OCSD Safety Standards do not comply with Federal, State, or local regulations, then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all of its employees and subcontractors, shall adhere to all applicable OCSD Safely Standards attached hereto in Exhibit V. 17. Warranties (Not Used) 16. Liouidated Damao es (Not Used) 19. Force Maieure Neither parry shall be liable for delays caused by accident, flood, acts of G od, 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. Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D 20. 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. 21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed 2.) 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. Reoulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained and will maintain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work performed under the terms of this Contract will be paid by Contractor. 24. 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. 25. Contractor's Employees Compensation (Not Used) 26. South Coast Air Quality Management 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. 27. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange, in the event any action is brought in connection with this Contract or the performance thereof. 28. 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. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 29. Remedies In addition to other remedies available in law or in 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, Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D 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. 30. Dispute Resolution 30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 30.2 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(2)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 (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 31. 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 necessary disbursements in addition to any other relief to which he may be entitled. 32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 33. 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. 34. Damage to OCSD's Propertv 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. 35. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D 36. 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 Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 36.1 OCSD has the right to conduct reference and background checks on the Contractor's recommended personnel. 36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to starting work at OCSD. Time used for this purpose shall not be charged to OCSD. 36.3 Contractor and its employees shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Contractor. 36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without express written consent. 36.5 Contractor and its employees shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall be responsible for providing, at Contractor's expense, disability, workers compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of Contractor's breach of this provision. 36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified Contractor for tax purposes. 36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's satisfaction. 36.8.1 OCSD has the right to have any of the Contractors temporary personnel not satisfactory to OCSD removed from consideration for all OCSD assignments. 36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the Contractor to work at OCSD until applicant has worked on said assignment for a period of six (6) months. 36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D chooses to hire. 37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 39. 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 Contract. 40. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 41. 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. 42. 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 Specification No. S-2018-9298D 43. 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 for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Jennifer Martin Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Maria Dumatol Manager, Southern California Material and Contract Services, Inc., 39899 Balentine Drive, Suite 190 Newark, CA 94560-5303 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Marc Dubois Contracts, Purchasing and Materials Management Manager Material and Contract Services, Inc. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D SERVICE CONTRACT Temporary Employment Services Specification No. S-2018.929BD 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 (hereinafter referred to as "OCSD") and Staff Today Inc. (STI)with a principal place of business at 212 E. Rowland Ave., Suite 313, Covina, CA 91723 hereinafter referred to as "Contractor")collectively referred to as the"Parties". WITNESSETH WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary Employment Services"Services" as described in Exhibit"A; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, on May 23, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish such Services, NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract') is made by OCSD and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in 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. Exhibit "A" Scope of Work Exhibit 'B" Proposal Exhibit"C" Acknowledgement of Insurance Requirements Exhibit "D" OCSD Safety Standards Exhibit "E" Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions 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 0f 9 Specification No. S-2018-9298D 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Work Hours: The work required under this Agreement may include normal business hours, evenings, and weekends. OCSD will not pay travel time. 1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week, eight (8) hours per day or a 9/80 schedule which is eight(8)- nine (9) hour days and one (1) - eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in two weeks may be worked if prior written approval is obtained from OCSD. Assigned Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00 p.m., with one hour set aside each of these days as non-compensated personal time. 1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.11 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 to be paid by OCSD will be based upon rates established in Exhibit"B" Proposal for actual services provided. This Contract does not provide a minimum guarantee of work and is for services on an as needed basis for each fiscal year as approved by OCSD. 2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall be required to also supply the billing rates for each of the candidates. 2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its sole discretion, reserves the right to refuse any increases other than those mandated either by state or federal law. 3. California Department of Industrial Relations (DIR) Registration and Record of Waaes (Not Used) 4. Payments and Invoicing 4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole discretion,shall be the determining party as to whether the Services have been satisfactorily completed. 4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaffaOCSD.com and "INVOICE" with the Purchase Order Number and Specification No. S-2018-929BD shall be referenced in the subject line. 5. Audit Rights Contractor agrees that, during 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 Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit"A". 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 for the period of thirteen (13) months commencing on June 1, 2018 and continuing through June 30, 2019. 9. Renewals 9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods based upon the criteria set forth in Exhibit "A°, under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 9.2 This Contract may be renewed by OCSD Purchase Order. 10. Extensions The term of this Contract may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 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 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. 12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Contract. 12.3 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 Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 12.4 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. 13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract 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. 14. Bonds (Not Used) 15. 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 subcontractors) 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, 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 employed by or working under Contractor. To the maximum extent permitted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and ensure their employees follow all Federal, State, and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during the course of the Contract it is discovered that OCSD Safety Standards do not comply with Federal, State, or local regulations, then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all of its employees and subcontractors, shall adhere to all applicable OCSD Safely Standards attached hereto in Exhibit V. 17. Warranties (Not Used) 16. Liouidated Damao es (Not Used) 19. Force Maieure Neither parry shall be liable for delays caused by accident, flood, acts of G od, 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. Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D 20. 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. 21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed 2.) 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. Reoulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained and will maintain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work performed under the terms of this Contract will be paid by Contractor. 24. 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. 25. Contractor's Employees Compensation (Not Used) 26. South Coast Air Quality Management 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. 27. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange, in the event any action is brought in connection with this Contract or the performance thereof. 28. 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. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 29. Remedies In addition to other remedies available in law or in 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, Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D 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. 30. Dispute Resolution 30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 30.2 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(2)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 (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 31. 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 necessary disbursements in addition to any other relief to which he may be entitled. 32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 33. 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. 34. Damage to OCSD's Propertv 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. 35. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D 36. 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 Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 36.1 OCSD has the right to conduct reference and background checks on the Contractor's recommended personnel. 36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to starting work at OCSD. Time used for this purpose shall not be charged to OCSD. 36.3 Contractor and its employees shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Contractor. 36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without express written consent. 36.5 Contractor and its employees shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall be responsible for providing, at Contractor's expense, disability, workers compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of Contractor's breach of this provision. 36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified Contractor for tax purposes. 36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's satisfaction. 36.8.1 OCSD has the right to have any of the Contractors temporary personnel not satisfactory to OCSD removed from consideration for all OCSD assignments. 36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the Contractor to work at OCSD until applicant has worked on said assignment for a period of six (6) months. 36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D chooses to hire. 37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 39. 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 Contract. 40. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 41. 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. 42. 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 Specification No. S-2018-9298D 43. 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 for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Jennifer Martin Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Andrea Goodwin Human Recourses Manager Staff Today Inc. (STI) 212 E. Rowland Ave., Suite 313 Covina, CA, 91723 Each party shall provide the other parry written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Marc Dubois Contracts, Purchasing and Materials Management Manager Staff Today Inc. (STI) Dated: By: Print Name and Title of Officer IRS Employers I.D. Number Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D SERVICE CONTRACT Temporary Employment Services Specification No. S-2018.929BD 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 (hereinafter referred to as "OCSD") and Harvest Technical Services, Inc.with a principal place of business at 1839 Ygnacio Valley road,#390 Walnut Creek, CA 94598 hereinafter referred to as "Contractor")collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary Employment Services"Services" as described in Exhibit"A; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, on May 23, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish such Services, NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract') is made by OCSD and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in 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. Exhibit "A" Scope of Work Exhibit 'B" Proposal Exhibit"C" Acknowledgement of Insurance Requirements Exhibit "D" OCSD Safety Standards Exhibit "E" Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions 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 0f 9 Specification No. S-2018-9298D 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Work Hours: The work required under this Agreement may include normal business hours, evenings, and weekends. OCSD will not pay travel time. 1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week, eight (8) hours per day or a 9/80 schedule which is eight(8)- nine (9) hour days and one (1) - eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in two weeks may be worked if prior written approval is obtained from OCSD. Assigned Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00 p.m., with one hour set aside each of these days as non-compensated personal time. 1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.11 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 to be paid by OCSD will be based upon rates established in Exhibit"B"Proposal for actual services provided. This Contract does not provide a minimum guarantee of work and is for services on an as needed basis for each fiscal year as approved by OCSD. 2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall be required to also supply the billing rates for each of the candidates. 2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its sole discretion, reserves the right to refuse any increases other than those mandated either by state or federal law. 3. California Department of Industrial Relations (DIR) Registration and Record of Waaes (Not Used) 4. Payments and Invoicing 4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole discretion,shall be the determining party as to whether the Services have been satisfactorily completed. 4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaff((DOCSD.com and "INVOICE" with the Purchase Order Number and Specification No. S-2018-929BD shall be referenced in the subject line. 5. Audit Rights Contractor agrees that, during 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 Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit"A". 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 for the period of thirteen (13) months commencing on June 1, 2018 and continuing through June 30, 2019. 9. Renewals 9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods based upon the criteria set forth in Exhibit "A°, under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 9.2 This Contract may be renewed by OCSD Purchase Order. 10. Extensions The term of this Contract may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 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 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. 12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Contract. 12.3 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 Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 12.4 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. 13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract 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. 14. Bonds (Not Used) 15. 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 subcontractors) 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, 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 employed by or working under Contractor. To the maximum extent permitted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and ensure their employees follow all Federal, State, and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during the course of the Contract it is discovered that OCSD Safety Standards do not comply with Federal, State, or local regulations, then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all of its employees and subcontractors, shall adhere to all applicable OCSD Safely Standards attached hereto in Exhibit V. 17. Warranties (Not Used) 16. Liouidated Damao es (Not Used) 19. Force Maieure Neither parry shall be liable for delays caused by accident, flood, acts of G od, 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. Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D 20. 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. 21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed 2.) 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. Reoulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained and will maintain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work performed under the terms of this Contract will be paid by Contractor. 24. 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. 25. Contractor's Employees Compensation (Not Used) 26. South Coast Air Quality Management 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. 27. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange, in the event any action is brought in connection with this Contract or the performance thereof. 28. 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. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 29. Remedies In addition to other remedies available in law or in 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, Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D 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. 30. Dispute Resolution 30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 30.2 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(2)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 (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 31. 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 necessary disbursements in addition to any other relief to which he may be entitled. 32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 33. 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. 34. Damage to OCSD's Propertv 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. 35. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D 36. 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 Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 36.1 OCSD has the right to conduct reference and background checks on the Contractor's recommended personnel. 36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to starting work at OCSD. Time used for this purpose shall not be charged to OCSD. 36.3 Contractor and its employees shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Contractor. 36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without express written consent. 36.5 Contractor and its employees shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall be responsible for providing, at Contractor's expense, disability, workers compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of Contractor's breach of this provision. 36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified Contractor for tax purposes. 36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's satisfaction. 36.8.1 OCSD has the right to have any of the Contractors temporary personnel not satisfactory to OCSD removed from consideration for all OCSD assignments. 36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the Contractor to work at OCSD until applicant has worked on said assignment for a period of six (6) months. 36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D chooses to hire. 37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 39. 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 Contract. 40. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 41. 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. 42. 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 Specification No. S-2018-9298D 43. 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 for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Jennifer Martin Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Judy Fick President Harvest Technical Services, Inc. 1839 Ygnacio Valley Road, #390 Walnut, CA, 94598 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Marc Dubois Contracts, Purchasing and Materials Management Manager Harvest Technical Services, Inc. Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D SERVICE CONTRACT Temporary Employment Services Specification No. S-2018.929BD 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 (hereinafter referred to as "OCSD") and Project Partners, Inc. with a principal place of business at 23195 La Cadena Dr., Suite 101, Laguna Hills, CA 92653 hereinafter referred to as "Contractor") collectively referred to as the"Parties". WITNESSETH WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary Employment Services"Services" as described in Exhibit"A"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, on May 23, 2018 the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish such Services, NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract") is made by OCSD and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in 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. Exhibit "A" Scope of Work Exhibit "B" Proposal Exhibit"C" Acknowledgement of Insurance Requirements Exhibit "D" OCSD Safety Standards Exhibit "E" Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions 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 Specification No. S-2018-9298D 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Years Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Work Hours: The work required under this Agreement may include normal business hours, evenings, and weekends. OCSD will not pay travel time. 1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week, eight (8) hours per day or a 9/80 schedule which is eight(8)- nine (9) hour days and one (1) - eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in two weeks may be worked if prior written approval is obtained from OCSD. Assigned Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00 p.m., with one hour set aside each of these days as non-compensated personal time. 1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.11 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 to be paid by OCSD will be based upon rates established in Exhibit"B" Proposal for actual services provided. This Contract does not provide a minimum guarantee of work and is for services on an as needed basis for each fiscal year as approved by OCSD. 2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall be required to also supply the billing rates for each of the candidates. 2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its sole discretion, reserves the right to refuse any increases other than those mandated either by state or federal law. 3. California Department of Industrial Relations (DIR) Registration and Record of Wages (Not Used) 4. Payments and Invoicing 4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole discretion,shall be the determining party as to whether the Services have been satisfactorily completed. 4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaffaOCSD.com and "INVOICE" with the Purchase Order Number and Specification No. S-2018-929BD shall be referenced in the subject line. 5. Audit Rights Contractor agrees that, during 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 Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit"A". 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 for the period of thirteen (13) months commencing on June 1, 2018 and continuing through June 30, 2019. 9. Renewals 9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods based upon the criteria set forth in Exhibit "A°, under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 9.2 This Contract may be renewed by OCSD Purchase Order. 10. Extensions The term of this Contract may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 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 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. 12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Contract. 12.3 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 Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 12.4 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. 13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract 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. 14. Bonds (Not Used) 15. 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 subcontractors) 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, 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 employed by or working under Contractor. To the maximum extent permitted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and ensure their employees follow all Federal, State, and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during the course of the Contract it is discovered that OCSD Safety Standards do not comply with Federal, State, or local regulations, then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all of its employees and subcontractors, shall adhere to all applicable OCSD Safely Standards attached hereto in Exhibit V. 17. Warranties (Not Used) 16. Liouidated Damao es (Not Used) 19. Force Maieure Neither parry shall be liable for delays caused by accident, flood, acts of G od, 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. Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D 20. 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. 21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed 2.) 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. Reoulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained and will maintain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work performed under the terms of this Contract will be paid by Contractor. 24. 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. 25. Contractor's Employees Compensation (Not Used) 26. South Coast Air Quality Management 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. 27. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange, in the event any action is brought in connection with this Contract or the performance thereof. 28. 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. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 29. Remedies In addition to other remedies available in law or in 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, Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D 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. 30. Dispute Resolution 30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 30.2 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(2)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 (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 31. 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 necessary disbursements in addition to any other relief to which he may be entitled. 32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 33. 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. 34. 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. 35. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D 36. 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 Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 36.1 OCSD has the right to conduct reference and background checks on the Contractor's recommended personnel. 36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to starting work at OCSD. Time used for this purpose shall not be charged to OCSD. 36.3 Contractor and its employees shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Contractor. 36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without express written consent. 36.5 Contractor and its employees shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall be responsible for providing, at Contractor's expense, disability, workers compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of Contractor's breach of this provision. 36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified Contractor for tax purposes. 36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's satisfaction. 36.8.1 OCSD has the right to have any of the Contractors temporary personnel not satisfactory to OCSD removed from consideration for all OCSD assignments. 36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the Contractor to work at OCSD until applicant has worked on said assignment for a period of six (6) months. 36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D chooses to hire. 37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 39. 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 Contract. 40. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 41. 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. 42. 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 Specification No. S-2018-9298D 43. 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 for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Jennifer Martin Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Kimo Look Principal Project Partners, Inc. 23195 La Cadena Drive, Suite 101 Laguna Hills, CA, 92653 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Marc Dubois Contracts, Purchasing and Materials Management Manager Project Partners, Inc. Dated: By: Print Name and Title of Officer IRS Employers I.D. Number Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D SERVICE CONTRACT Temporary Employment Services Specification No. S-2018.929BD 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 (hereinafter referred to as "OCSD") and SoftHQ, Inc. with a principal place of business at 6494 Weathers Place, Suite 200, San Diego, CA 92121 hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary Employment Services"Services" as described in Exhibit"A"; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, on May 23, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish such Services, NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract') is made by OCSD and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in 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. Exhibit "A" Scope of Work Exhibit 'B" Proposal Exhibit"C" Acknowledgement of Insurance Requirements Exhibit "D" OCSD Safety Standards Exhibit "E" Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions 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 Specification No. S-2018-9298D 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Work Hours: The work required under this Agreement may include normal business hours, evenings, and weekends. OCSD will not pay travel time. 1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week, eight (8) hours per day or a 9/80 schedule which is eight(8)- nine (9) hour days and one (1) - eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in two weeks may be worked if prior written approval is obtained from OCSD. Assigned Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00 p.m., with one hour set aside each of these days as non-compensated personal time. 1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.11 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 C Compensation to be paid by OCSD will be based upon rates established in Exhibit "B" Proposal for actual services provided. This Contract does not provide a minimum guarantee of work and is for services on an as needed basis for each fiscal year as approved by OCSD. 2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall be required to also supply the billing rates for each of the candidates. 2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its sole discretion, reserves the right to refuse any increases other than those mandated either by state or federal law. 3. California Department of Industrial Relations (DIR) Registration and Record of Waaes (Not Used) 4. Payments and Invoicing 4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole discretion,shall be the determining party as to whether the Services have been satisfactorily completed. 4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaffaOCSD.com and "INVOICE" with the Purchase Order Number and Specification No. S-2018-929BD shall be referenced in the subject line. 5. Audit Rights Contractor agrees that, during 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 Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit"A". 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 for the period of thirteen (13) months commencing on June 1, 2018 and continuing through June 30, 2019. 9. Renewals 9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods based upon the criteria set forth in Exhibit "A°, under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 9.2 This Contract may be renewed by OCSD Purchase Order. 10. Extensions The term of this Contract may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 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 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. 12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Contract. 12.3 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 Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 12.4 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. 13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract 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. 14. Bonds (Not Used) 15. 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 subcontractors) 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, 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 employed by or working under Contractor. To the maximum extent permitted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and ensure their employees follow all Federal, State, and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during the course of the Contract it is discovered that OCSD Safety Standards do not comply with Federal, State, or local regulations, then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all of its employees and subcontractors, shall adhere to all applicable OCSD Safely Standards attached hereto in Exhibit V. 17. Warranties (Not Used) 16. Liouidated Damao es (Not Used) 19. Force Maieure Neither parry shall be liable for delays caused by accident, flood, acts of G od, 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. Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D 20. 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. 21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed 2.) 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. Reoulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained and will maintain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work performed under the terms of this Contract will be paid by Contractor. 24. 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. 25. Contractor's Employees Compensation (Not Used) 26. South Coast Air Quality Management 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. 27. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange, in the event any action is brought in connection with this Contract or the performance thereof. 28. 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. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 29. Remedies In addition to other remedies available in law or in 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, Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D 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. 30. Dispute Resolution 30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 30.2 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(2)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 (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 31. 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 necessary disbursements in addition to any other relief to which he may be entitled. 32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 33. 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. 34. Damage to OCSD's Propertv 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. 35. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D 36. 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 Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 36.1 OCSD has the right to conduct reference and background checks on the Contractor's recommended personnel. 36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to starting work at OCSD. Time used for this purpose shall not be charged to OCSD. 36.3 Contractor and its employees shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Contractor. 36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without express written consent. 36.5 Contractor and its employees shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall be responsible for providing, at Contractor's expense, disability, workers compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of Contractor's breach of this provision. 36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified Contractor for tax purposes. 36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's satisfaction. 36.8.1 OCSD has the right to have any of the Contractors temporary personnel not satisfactory to OCSD removed from consideration for all OCSD assignments. 36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the Contractor to work at OCSD until applicant has worked on said assignment for a period of six (6) months. 36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D chooses to hire. 37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 39. 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 Contract. 40. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 41. 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. 42. 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 Specification No. S-2018-9298D 43. 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 for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Jennifer Martin Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Kranti Ponnam Vice President- Operations SoftHQ, Inc. 6494 Weathers Place, Suite 200 San Diego, CA, 92121 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Marc Dubois Contracts, Purchasing and Materials Management Manager SoffHQ, Inc. Dated: By: Print Name and Title of Officer IRS Employers I.D. Number Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D SERVICE CONTRACT Temporary Employment Services Specification No. S-2018.929BD 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 (hereinafter referred to as "OCSD") and Advanced Resource, LLC with a principal place of business at 1300 Bristol Street North, Suite 100, Newport Beach, CA 92660 hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary Employment Services"Services" as described in Exhibit"A; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, on May 23, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish such Services, NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract') is made by OCSD and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in 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. Exhibit "A" Scope of Work Exhibit 'B" Proposal Exhibit"C" Acknowledgement of Insurance Requirements Exhibit "D" OCSD Safety Standards Exhibit "E" Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions 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 Specification No. S-2018-9298D 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Years Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Work Hours: The work required under this Agreement may include normal business hours, evenings, and weekends. OCSD will not pay travel time. 1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week, eight (8) hours per day or a 9/80 schedule which is eight(8)- nine (9) hour days and one (1) - eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in two weeks may be worked if prior written approval is obtained from OCSD. Assigned Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00 p.m., with one hour set aside each of these days as non-compensated personal time. 1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.11 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 to be paid by OCSD will be based upon rates established in Exhibit"B" Proposal for actual services provided. This Contract does not provide a minimum guarantee of work and is for services on an as needed basis for each fiscal year as approved by OCSD. 2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall be required to also supply the billing rates for each of the candidates. 2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its sole discretion, reserves the right to refuse any increases other than those mandated either by state or federal law. 3. California Department of Industrial Relations (DIR) Registration and Record of Wages (Not Used) 4. Payments and Invoicing 4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole discretion,shall be the determining party as to whether the Services have been satisfactorily completed. 4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaffaOCSD.com and "INVOICE" with the Purchase Order Number and Specification No. S-2018-929BD shall be referenced in the subject line. 5. Audit Rights Contractor agrees that, during 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 Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit"A". 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 for the period of thirteen (13) months commencing on June 1, 2018 and continuing through June 30, 2019. 9. Renewals 9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods based upon the criteria set forth in Exhibit "A°, under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 9.2 This Contract may be renewed by OCSD Purchase Order. 10. Extensions The term of this Contract may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 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 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. 12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Contract. 12.3 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 Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 12.4 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. 13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract 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. 14. Bonds (Not Used) 15. 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 subcontractors) 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, 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 employed by or working under Contractor. To the maximum extent permitted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and ensure their employees follow all Federal, State, and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during the course of the Contract it is discovered that OCSD Safety Standards do not comply with Federal, State, or local regulations, then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all of its employees and subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in Exhibit V. 17. Warranties (Not Used) 16. Liouidated Damao es (Not Used) 19. Force Maieure Neither parry shall be liable for delays caused by accident, flood, acts of G od, 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. Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D 20. 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. 21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed 2.) 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. Reoulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained and will maintain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work performed under the terms of this Contract will be paid by Contractor. 24. 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. 25. Contractor's Employees Compensation (Not Used) 26. South Coast Air Quality Management 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. 27. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange, in the event any action is brought in connection with this Contract or the performance thereof. 28. 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. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 29. Remedies In addition to other remedies available in law or in 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, Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D 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. 30. Dispute Resolution 30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 30.2 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(2)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 (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 31. 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 necessary disbursements in addition to any other relief to which he may be entitled. 32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 33. 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. 34. 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. 35. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D 36. 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 Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 36.1 OCSD has the right to conduct reference and background checks on the Contractor's recommended personnel. 36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to starting work at OCSD. Time used for this purpose shall not be charged to OCSD. 36.3 Contractor and its employees shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Contractor. 36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without express written consent. 36.5 Contractor and its employees shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall be responsible for providing, at Contractor's expense, disability, workers compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of Contractor's breach of this provision. 36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified Contractor for tax purposes. 36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's satisfaction. 36.8.1 OCSD has the right to have any of the Contractors temporary personnel not satisfactory to OCSD removed from consideration for all OCSD assignments. 36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the Contractor to work at OCSD until applicant has worked on said assignment for a period of six (6) months. 36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D chooses to hire. 37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 39. 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 Contract. 40. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 41. 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. 42. 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 Specification No. S-2018-9298D 43. 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 for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Jennifer Martin Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Malik Chaudhary Operations Manager Advanced Resources, LLC 1300 Bristol Street North, Suite 100 Newport Beach, CA, 92660 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Marc Dubois Contracts, Purchasing and Materials Management Manager Advanced Resources, LLC Dated: By: Print Name and Title of Officer IRS Employer's I.D. Number Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D SERVICE CONTRACT Temporary Employment Services Specification No. S-2018.929BD 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 (hereinafter referred to as "OCSD") and Diskriter Inc. with a principal place of business at 2840 Library Rd, Suite 300, Pittsburgh, PA 15234 hereinafter referred to as "Contractor") collectively referred to as the "Parties". WITNESSETH WHEREAS, OCSD desires to temporarily retain the services of Contractor for Temporary Employment Services"Services" as described in Exhibit"A; and WHEREAS, OCSD has chosen Contractor to conduct Services in accordance with Ordinance No. OCSD-47; and WHEREAS, on May 23, 2018, the Board of Directors of OCSD, by minute order, authorized execution of this Contract between OCSD and Contractor; and WHEREAS, Contractor is qualified by virtue of experience, training, and expertise to accomplish such Services, NOW, THEREFORE, in consideration of the mutual promises and mutual benefits exchanged between the Parties, the Parties mutually agree as follows: 1. Introduction 1.1 This Contract and all exhibits hereto (called the "Contract') is made by OCSD and the Contractor. The terms and conditions herein exclusively govern the purchase of Services as described in 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. Exhibit "A" Scope of Work Exhibit 'B" Proposal Exhibit"C" Acknowledgement of Insurance Requirements Exhibit "D" OCSD Safety Standards Exhibit "E" Not Used 1.3 In the event of any conflict or inconsistency between the provisions of this Contract and any of the provisions of the exhibits hereto, the provisions 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 Specification No. S-2018-9298D 1.6 The term "days", when used in the Contract, shall mean calendar days, unless otherwise noted as business days. 1.7 OCSD holidays (non-working days) are as follows: New Year's Day, Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day. 1.8 Work Hours: The work required under this Agreement may include normal business hours, evenings, and weekends. OCSD will not pay travel time. 1.9 Work Hours — Contractor shall provide Services to OCSD for up to five (5) days per week, eight (8) hours per day or a 9/80 schedule which is eight(8)- nine (9) hour days and one (1) - eight (8) hour day in a two-week period at the discretion of OCSD. Assignments may also include a 4/10 schedule which is four (4) —ten (10) hour work days, with Fridays off, unless otherwise noted. Additional hours above the forty(40) hours per week or eighty(80) hours in two weeks may be worked if prior written approval is obtained from OCSD. Assigned Employees shall work on site generally between OCSD'S business hours of 6:00 a.m. to 5:00 p.m., with one hour set aside each of these days as non-compensated personal time. 1.10 Contractor shall provide OCSD with all required premiums and/or overtime work at no charge beyond the price provided under"Compensation" below. 1.11 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 to be paid by OCSD will be based upon rates established in Exhibit"B"Proposal for actual services provided. This Contract does not provide a minimum guarantee of work and is for services on an as needed basis for each fiscal year as approved by OCSD. 2.1 At the time the Contractor submits resumes to OCSD for consideration, the Contractor shall be required to also supply the billing rates for each of the candidates. 2.2 Any changes in billing rates shall have the prior written approval of OCSD. OCSD, at its sole discretion, reserves the right to refuse any increases other than those mandated either by state or federal law. 3. California Department of Industrial Relations (DIR) Registration and Record of Waaes (Not Used) 4. Payments and Invoicing 4.1 Contractor shall be paid monthly by OCSD upon approval of invoices by OCSD's Project Manager or designee, for Services rendered as required in Exhibit "A". OCSD, at its sole discretion,shall be the determining party as to whether the Services have been satisfactorily completed. 4.2 Invoices shall be emailed by Contractor to OCSD Accounts Payable at APStaffaOCSD.com and "INVOICE" with the Purchase Order Number and Specification No. S-2018-929BD shall be referenced in the subject line. 5. Audit Rights Contractor agrees that, during 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 Orange County Sanitation District 2 of 9 Specification No. S-2018-9298D any directly pertinent books, documents, and records of Contractor relating to the invoices submitted by Contractor pursuant to this Contract. 6. Scope of Work Subject to the terms of this Contract, Contractor shall perform the Services identified in Exhibit"A". 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 for the period of thirteen (13) months commencing on June 1, 2018 and continuing through June 30, 2019. 9. Renewals 9.1 OCSD may exercise the option to renew this Contract for up to four (4) one-year periods based upon the criteria set forth in Exhibit "A°, under the terms and conditions contained herein. OCSD shall make no obligation to renew nor give reason if it elects not to renew. 9.2 This Contract may be renewed by OCSD Purchase Order. 10. Extensions The term of this Contract may be extended only by written instrument signed by both Parties. 11. Performance Time is of the essence in the performance of the provisions hereof. 12. Termination 12.1 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 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. 12.2 OCSD reserves the right to terminate this Contract immediately upon OCSD's determination that Contractor is not complying with the Scope of Work requirements, if the level of service is inadequate, or any other default of this Contract. 12.3 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 Contract; or • if total amount of compensation exceeds the amount authorized under this Contract. 12.4 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. 13. Insurance Contractor and all subcontractors shall purchase and maintain, throughout the Orange County Sanitation District 3 of 9 Specification No. S-2018-9298D life of this Contract and any periods of warranty or extensions, insurance in amounts equal to the requirements set forth in the signed Acknowledgement of Insurance Requirements (attached hereto and incorporated herein as Exhibit "C"). Contractor shall not commence work under this Contract 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. 14. Bonds (Not Used) 15. 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 subcontractors) 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, 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 employed by or working under Contractor. To the maximum extent permitted by law, Contractor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Contractor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. 16. OCSD Safety Standards OCSD requires Contractor and its subcontractor(s)to follow and ensure their employees follow all Federal, State, and local regulations as well as OCSD Safety Standards while working at OCSD locations. If during the course of the Contract it is discovered that OCSD Safety Standards do not comply with Federal, State, or local regulations, then the Contractor is required to follow the most stringent regulatory requirement at no additional cost to OCSD. Contractor and all of its employees and subcontractors, shall adhere to all applicable OCSD Safety Standards attached hereto in Exhibit V. 17. Warranties (Not Used) 16. Liouidated Damao es (Not Used) 19. Force Maieure Neither parry shall be liable for delays caused by accident, flood, acts of G od, 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. Orange County Sanitation District 4 of 9 Specification No. S-2018-9298D 20. 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. 21. Familiarity with Work By executing this Contract, Contractor warrants that: 1) it has investigated the work to be performed 2.) 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. Reoulatory Requirements Contractor shall perform all work under this Contract in strict conformance with applicable Federal, State, and local regulatory requirements including, but not limited to, 40 CFR 122, 123, 124, 257, 258, 260, 261, and 503, Title 22, 23, and California Water Codes Division 2. 23. Licenses, Permits. Ordinances and Regulations Contractor represents and warrants to OCSD that it has obtained and will maintain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to engage in this work. Any and all fees required by Federal, State, County, City and/or municipal laws, codes and/or tariffs that pertain to the work performed under the terms of this Contract will be paid by Contractor. 24. 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. 25. Contractor's Employees Compensation (Not Used) 26. South Coast Air Quality Management 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. 27. Governing Law This Contract shall be governed by and interpreted under the laws of the State of California and the Parties submit to jurisdiction in the County of Orange, in the event any action is brought in connection with this Contract or the performance thereof. 28. 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. Any breach by Contractor to which OCSD does not object shall not operate as a waiver of OCSD's rights to seek remedies available to it for any subsequent breach. 29. Remedies In addition to other remedies available in law or in 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, Orange County Sanitation District 5 of 9 Specification No. S-2018-9298D 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. 30. Dispute Resolution 30.1 In the event of a dispute as to the construction or interpretation of this Contract, or any rights or obligations hereunder, the Parties shall first attempt, in good faith, to resolve the dispute by mediation. The Parties shall mutually select a mediator to facilitate the resolution of the dispute. If the Parties are unable to agree on a mediator, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Agreement, through the alternate dispute resolution procedures of Judicial Arbitration through Mediation Services of Orange County ("JAMS"), or any similar organization or entity conducting an alternate dispute resolution process. 30.2 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(2)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 (3) arbitrators acting as a board, shall take such evidence and make such investigation as deemed appropriate and shall render a written decision on the matter in question. The arbitrator shall decide each and every dispute in accordance with the laws of the State of California. The arbitrator's decision and award shall be subject to review for errors of fact or law in the Superior Court for the County of Orange, with a right of appeal from any judgment issued therein. 31. 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 necessary disbursements in addition to any other relief to which he may be entitled. 32. Survival The provisions of this Contract dealing with Payment, Warranty, Indemnity, and Forum for Enforcement, shall survive termination or expiration of this Contract. 33. 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. 34. Damage to OCSD's Propertv 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. 35. Disclosure Contractor agrees not to disclose, to any third party, data or information generated from this project without the prior written consent from OCSD. Orange County Sanitation District 6 of 9 Specification No. S-2018-9298D 36. 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 Contract, Contractor and its officers, employees, and agents shall act in an independent capacity and shall not act as OCSD's officers, employees, or agents. Contractor and its officers, employees, and agents shall obtain no rights to any benefits which accrue to OCSD's employees. 36.1 OCSD has the right to conduct reference and background checks on the Contractor's recommended personnel. 36.2 OCSD has the right to test any of the Contractor's recommended personnel prior to starting work at OCSD. Time used for this purpose shall not be charged to OCSD. 36.3 Contractor and its employees shall act independently and not as an officer or employee of OCSD. OCSD assumes no liability for Contractor's action and performance, nor assumes responsibility for taxes, funds, payments or other commitments, implied or expressed, by or for Contractor. 36.4 Contractor and its employees shall not be considered an agent of OCSD for any purpose whatsoever, nor shall Contractor and its employees have the right to, and shall not, commit OCSD to any agreement, contract or undertaking. Contractor and its employees shall not use OCSD's name in its promotional material or for any advertising or publicity purposes without express written consent. 36.5 Contractor and its employees shall not be entitled to any benefits accorded to those individuals listed on OCSD's payroll as regular employees including, without limitation, worker's compensation, disability insurance, vacation, holiday or sick pay. Contractor shall be responsible for providing, at Contractor's expense, disability, workers compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. 36.6 Contractor shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of fees hereunder. Contractor hereby indemnifies OCSD for any claims, losses, costs, fees, liabilities, damages or penalties suffered by OCSD arising out of Contractor's breach of this provision. 36.7 Contractor and its employees shall not be eligible to join or participate in any benefit plans offered to those individuals listed on OCSD's payroll as regular employees. Contractor shall remain ineligible for such benefits or participation in such benefit plans even if a court later decides that OCSD misclassified Contractor for tax purposes. 36.8 OCSD has the right to refuse to continue the employment of the Contractor's temporary personnel when OCSD determines he/she is unable to perform the assigned duties to OCSD's satisfaction. 36.8.1 OCSD has the right to have any of the Contractors temporary personnel not satisfactory to OCSD removed from consideration for all OCSD assignments. 36.9 OCSD agrees that it shall not hire any applicant who is currently assigned by the Contractor to work at OCSD until applicant has worked on said assignment for a period of six (6) months. 36.9.1 OCSD is not obligated to pay any fee to the Contractor for any assigned applicant it Orange County Sanitation District 7 of 9 Specification No. S-2018-9298D chooses to hire. 37. Limitations upon Subcontractina and Assignment Contractor shall not delegate any duties nor assign any rights under this Contract without the prior written consent of OCSD. Any such attempted delegation or assignment shall be void. 38. Third Party Rights Nothing in this Contract shall be construed to give any rights or benefits to anyone other than OCSD and Contractor. 39. 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 Contract. 40. Read and Understood By signing this Contract, Contractor represents that he has read and understood the terms and conditions of the Contract. 41. 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. 42. 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 Specification No. S-2018-9298D 43. 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 for which no notice was given as provided hereunder shall be deemed to be receipt of the notice, demand or request sent. All notices shall be effective when first received at the following addresses: OCSD: Jennifer Martin Buyer Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708-7018 Contractor: Laveena Yadav Chief Executive Officer Diskriter Inc. 2840 Library Rd, Suite 300 Pittsburgh, PA, 15234 Each party shall provide the other party written notice of any change in address as soon as practicable. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have caused this Contract to be signed by the duly authorized representatives. ORANGE COUNTY SANITATION DISTRICT Dated: By: Gregory C. Sebourn, PLS Chair, Board of Directors Dated: By: Kelly A. Lore Clerk of the Board Dated: By: Marc Dubois Contracts, Purchasing and Materials Management Manager Diskriter Inc. Dated: By: Print Name and Title of Officer IRS Employers I.D. Number Orange County Sanitation District 9 of 9 Specification No. S-2018-9298D ADMINISTRATION COMMITTEE Meeting Date TOBE.Or Dir. 05/09/18 05/23/18 AGENDA REPORT Item1umber Item Number 0 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: 2018-19 OPERATIONAL PROPERTY-LIABILITY INSURANCE RENEWALS GENERAL MANAGER'S RECOMMENDATION Approve not-to-exceed numbers, as follows, with the understanding that the Orange County Sanitation District's insurance broker will continue to negotiate with insurers to seek the lowest possible premiums prior to the expiration date of the current major insurance policies: • Excess liability insurance not to exceed $507,045. • Property and Boiler & Machinery not to exceed $847,800. • Earthquake insurance not to exceed $83,179. • Excess workers compensation insurance - a rate of $0.3153 per $100 of payroll, not to exceed $220,000. BACKGROUND The Orange County Sanitation District (Sanitation District) budget provides funds for the renewal of the following five major insurances for the Sanitation District operations: • Excess General Liability Insurance that also includes public officials errors and omission insurance and professional liability • Excess Workers' Compensation • All-Risk Property and Flood insurance that includes cyber liability insurance • Boiler& Machinery insurance • Earthquake Insurance RELEVANT STANDARDS • Ensure the public's money is wisely spent • Provide a safe and collegial workplace • Protect OCSD assets PROBLEM Insurance is necessary to protect the Sanitation District's assets and financial well-being. Page 1 d 2 TIMING CONCERNS The current operational property and liability insurance expires on June 30, 2018. RAMIFICATIONS OF NOT TAKING ACTION Action must be taken before June 30, 2018 or the Sanitation District's insurance will lapse. PRIOR COMMITTEE/BOARD ACTIONS April 2018 - Informational presentation to the Administration Committee detailing each of the five major insurances for the Sanitation District operations with premium costs approved in May of 2017. (Agenda report attached) ADDITIONAL INFORMATION The Sanitation District's insurance broker, Alliant, will continue to negotiate with insurers to seek the lowest possible premiums prior to the expiration date of the current major insurance policies. The current premium costs of the five major insurances are shown below: • Excess liability insurance current premium cost $445,639 • Property and Boiler & Machinery current premium cost$668,528 • Earthquake insurance current premium cost $77,761 • Excess workers compensation insurance rate of $0.3110 per $100 of payroll not to exceed $220,000 CEQA N/A FINANCIAL CONSIDERATIONS This request complies with authority levels of the Sanitation District's Purchasing Ordinance. ATTACHMENTS The following attachment(s)are included in hard copy and may also be viewed o-line at the OCSD website (mm w.ocsd.coml with the complete agenda package: • Informational item presented in April 2018 to the Administration Committee Page 2 of 2 ADMINISTRATION COMMITTEE Meeting Dare To ad.of oir. 0a/11,18 — AGENDA REPORT Item Number Item Number a - Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Celia Chandler, Director of Human Resources SUBJECT: STATUS OF 2018-19 PROPERTY-LIABILITY INSURANCE RENEA1 0 GENERAL MANAGER'S RECOMMENDATION �`• Information Only. w A BACKGROUND �` The Risk Management Division of Human Resources (Risk M�n gvem_ent) provides the Administration Committee an annual status update regarding the upcoming annual renewals of the Orange County Sanitation District's (Sanitation District) major insurance policies for the upcoming year. Risk Management and the operational insurance broker begin the process of renewal each January, and final quotes are typically received in June, shortly before the beginning of the new fis: year. The Sanitation District's budget provides fupQshfr the renewal of the following four major insurances for Sanitation District operatiprq;�✓ �GJ 1) Excess General Liability Insurance 2) Excess Workers' Compensation 3) All-Risk Property and Flood insurance (includes Boiler& Machinery insurance) 4) Earthquakelnsurb1 The Sanitation Dist_,', ! operational insurance broker will be present at the Committee meeting to give ainformational presentation about this year's insurance outlook. RELEVANTDARDS • ��tion of Orange County Sanitation District assets G CONCERNS Current insurance expires June 30, 2018. RAMIFICATIONS OF NOT TAKING ACTION None at this time because this is informational only; however, action must be taken before June 30, 2018 or the Sanitation District's insurance will lapse. Page 1 of 3 PRIOR COMMITTEE/BOARD ACTIONS May 2017 -The Board approved renewal of the above policies for the period July 1, 2017 through June 30, 2018. ADDITIONAL INFORMATION 1) Excess General Liability Insurance Program `((`���) The Sanitation District's Excess General Liability Insurance Program j�triL�Rtly provided through the California Municipal Excess Liability Program (CAMEEL) nd its sister program, the Alliant National Municipal Liability Program (ANML). The Sanitation District has participated in the CAMEL program since FY��1946-97. This program currently provides the Sanitation District with a $4tillion dollar policy of comprehensive coverage for municipal liability, bodily iinj4kand property damage, and personal injury. The program was structured to o include Employment Practices and Public Officials Errors & Omissions cove .' The $40 million dollar coverage has a self-insured deductible of $500,OO( ce 1997, the Employment Practices portion of coverage has been enhancvJ VS a $2 million dollar sub-limit to the full policy limit of$40 million dollars. The premium cost, approved by the Boa y 2017), for the current fiscal year, July 2017 - June 2018, was not to excceDe 5,639. 2) Excess Workers' Compensation In, ce The Excess Workers' Compensa i n insurance coverage is with the California State Association of Counties Excess Insurance Authority (CSAC EIA). The Sanitation District has participated in this program or its predecessor since 2003. The Excess Workers' Compens9Qzvrogram currently provides "Statutory" (unlimited) coverage with aself-insured ion (SIR), or deductible, of$1 million dollars. The use of E Workers' Compensation Insurance dates back to the late 1980's. The renewaof the Excess Workers' Compensation Insurance for the period July 1, 2017 through June 30, 2018 was approved by the Board (May 2017) and was at an estimated premium of$208,000 based on the estimated 2017-18 payroll. Since the premium itself is based on final payroll, the Sanitation District will not know the \17RHct final premium until the year is over. 3) All-Risk Property and Flood Insurance The All-Risk Property and Flood Insurance Program (Property Insurance) provides for comprehensive coverage for much of the Sanitation District's real and personal property regarding virtually all perils including fire, flood, and business interruption. Page 2 of 3 Current Property Insurance limits are $1 billion dollars for most perils other than flood and earthquakes, and $300 million dollars for flood, with many sub-limits for various situations. In order to reach $1 billion dollars in limits, the broker had to arrange for more than a dozen different insurers. The SIR is $250,000 per occurrence for most types of losses. Since the late 1990's, the Property Insurance has been with a nationwide joint purchase property insurance program called Public Entity Property Insurance Program (PEPIP), one of the world's largest property programs. It is important to note that this joint purchase property insurance program offers the purchasinQ power of numerous large public entities without the pooling or sharing of coverage do losses. The Boiler & Machinery insurance program, part of the property i nce, provides comprehensive coverage for loss caused by machinery breakd %an explosion of steam boilers or other covered process equipment, includ .K amage to the equipment itself and damage to other property caused by cq�t@red accident. The current Boiler& Machinery insurance program provide)coverage of$100 million dollars per occurrence with deductibles ranging from $25,000 to $350,000 for losses caused by covered machinery breakdown (e.g., motors, steam turbines, digesters, co- gen engines). Damages to the equipment, as well as damages to other property and improvements caused by the machinery bro kdown, are covered by the Boiler & Machinery insurance. This program augur ,le Sanitation District's all-risk property insurance that covers perils such as fire )1 ood. The renewal of All-Risk Property arfdlbod Insurance (including Boiler & Machinery) for the period July 1, 2017 through June 30, 2018 was approved by the Board (May 2017) at a premium ndt to exceed $677,628. 4) Earthquake Insurance The Sanitation D1SfI®r`ev`iously carried earthquake insurance as part of its Property Insurance, but in last 15 years earthquake insurance proved difficult to obtain or not cost-effective. The Sanitation District asked its insurance broker each year to survey the market to see if rates have changed. Finally, in 2015 a plan was created to insure several key Sanitation District structures identified by Engineering, thus ke9ping the cost in line. The insurance is a high deductible plan with a limit of VWpillion dollars in total. 1e cost of the Earthquake Insurance was approved by the Board (May 2017) for fiscal year 2017-18 for 15 key structures at a premium not to exceed $78,062 dollars. ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.corn with the complete agenda package: N/A Page 3 d 3 ADMINISTRATION COMMITTEE Meeting Dare To ad.of oir. 05/09,18 — AGENDA REPORTItem Number Item Number Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Rob Thompson, Assistant General Manager SUBJECT: CAPITAL IMPROVEMENT PROGRAM UPDATE FOR FY 2018-19 GENERAL MANAGER'S RECOMMENDATION Information Only. BACKGROUND Staff will present the Capital Improvement Program (CIP)to be included in the upcoming FY 2018-19 Budget recommendation. RELEVANT STANDARDS • Produce appropriate financial reporting— CIP budget every two years, with annual update • Protect OCSD assets • Ensure the public's money is wisely spent ADDITIONAL INFORMATION N/A CEQA N/A FINANCIAL CONSIDERATIONS N/A ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (www.ocsd.coml with the complete agenda package: • PowerPoint Presentation KM:sa Page 1 of 1 ,. 10 In 164 Capital Improvement Program ( CIP ) FY 2018- 19 Update Kathy Millea Y Engineering Manager Administration Committee May 9, 2018 I 1 FY 2017 - 18 CI P Highlights • Completed the Facilities Master Plan and Rate Study • Started Designs • Bay Bridge Pump Station Replacement, 5-67 • Digester Gas Rehabilitation, J-124 • Headworks Modifications at Plant 2 for GWRS Final Expansion, P2-122 • Started Construction • Interplant Effluent Pipeline Rehabilitation, Contract No. J-117A • Rehabilitation of Fleet Services Building, Building 8 and Paving Area, P1- 115B • Activated Sludge Aeration Basin Deck Repair, P2-118 • Completed Construction • Newhope-Placentia Trunk Sewer Replacement, Segment A, 2-72A • Digester Rehabilitation at Plant 1, P1-100 • Trunk Line Odor Control Improvements, P1-123 FY 2017 - 18 CIP Performance Net CIP Outlay 85% - 105% 82% projected ($126 to $155 million) ($121 million) Non-Construction Cost < 37.5% 34.5% (% of Construction Costs) Cumulative Change Order Rate < 5% 5.2% Projected FY 2018- 19 Net CIP Outlays by Project Phase Total Net CIP Outlay $175 million Design 42% Construction 52% Planning 6% Ref: FY 2018-19 Budget, Section 8 Projected FY 2018- 19 Net CIP Outlays by Project Driver Total Net CIP Outlay Regulatory $175 million 10% Additional Rehabilation and Capacity Replacement 13% 62% Strategic Initiatives 15% Ref: FY 2018-19 Budget, Section 8 10-Year Net CIP Outlay MActual M Proposed Net CIP Outlay — —FY2017-18 Approved Budget $450 $400 10 Year Total = $2.67 billion $350 $300 0 g $250 $200 $150 $100 $50 Ref: FY 2018-19 Budget, Section 4, Sum of Lines 12, 13, 14 ■ 20-Year Net CIP Outlay ■ Proposed Net CIP Outlay $450 $400 20 Year Total = $5.5 billion $350 $300 0 $250 $200 $150 $100 $50 '6, 'Y1 'L�' 'L3 11, It, 'Y�O ",A ;L�' -P 3Q, -V 31' 33 4+ 3, 3�O '+b1 :35i 1�6 10' .y0 .y1 .y'L .y3 .yb .y5 .y�o .y1 .yob .yoi .50 33 ,Sb ,55 36 �1 Ref: FY 2018-19 Budget, Section 2 FY 2018 - 19 CI P Highlights • Studies • Complete Collections Capacity Evaluation Study, PS15-08 • Complete Seismic Evaluation of Structures at Plant Nos. 1 and 2, PS15-06 • Start CECZA for Facilities Master Plan, PS17-08 • Start Design • Interim Food Waste Receiving Facility, P2-124 • Electrical Power Distribution System Improvements, J-98 • Uninterruptable Power Supply Improvements at Plant 1, P1-132 • Plant 2 Southwest Perimeter Screening, 132-125 • Start Construction • Outfall Low Flow Pump Station, J-117B • SARI Rock Stabilizers Removal, 2-41-8 • Finish Construction • Sludge Dewatering and Odor Control at Plant 1, P1-101 • Interplant Effluent Pipeline Rehabilitation, J-117A • Rehabilitation of Fleet Services Building, Building 8 and Paving Area, P1-115B Questions ? ADMINISTRATION COMMITTEE meeting Dare To ad.of Dir. 05/09,18 -- AGENDA REPORT Item Number Item Number 2 Orange County Sanitation District FROM: James D. Herberg, General Manager Originator: Ed Torres, Director of Operations and Maintenance SUBJECT: ORANGE COUNTY SANITATION DISTRICT COLLECTIONS, OPERATIONS, AND MAINTENANCE OF OCSD FACILITIES GENERAL MANAGER'S RECOMMENDATION Information Only. BACKGROUND Each month, staff provides an informational presentation on topics of interest to the Board of Directors. This month's topic: Orange County Sanitation District operations and maintenance of collection systems, treatment plants, and resource recovery. RELEVANT STANDARDS • 24/7/365 treatment plant reliability • Operate and maintain facilities to minimize impacts on surrounding communities, including odor, noise, and lighting • Meet volume and water quality needs for the GW RS ATTACHMENT The following attachment(s) may be viewed on-line at the OCSD website (wwwocsd.com) with the complete agenda package: N/A MAE:sr Page 1 of 1 ORANGE COUNTY SANITATION DISTRICT COMMON ACRONYMS Association of California Local Agency Formation Santa Ana River Flood ACWA Water Agencies LAFCO Commission SARFPA Protection Agency APWA American Public Works LOS Level Of Service SARI Santa Ana River Association Interceptor AQMD Air Quality Management MGD Million Gallons Per Day SARWQCB Santa Ana Regional Water District Quality Control Board ASCE American Society of Civil MOU Memorandum of SAWPA Santa Ana Watershed Engineers Understanding Project Authority BOD Biochemical Oxygen Demand NACWA National Association of Clean SCADA Supervisory Control And Water Agencies Data Acquisition California Air Resources Non-Governmental Southern California CARB Board NGOs Organizations SCAP Alliance of Publicly Owned Treatment Works CASA California Association of NPDES National Pollutant Discharge SCAQMD South Coast Air Quality Sanitation Agencies Elimination System Management District CCTV Closed Circuit Television NWRI National Water Research SOCWA South Orange County Institute Wastewater Authority CEQA California Environmental O&M Operations&Maintenance SRF Clean Water State Quality Act Revolving Fund Capital Improvement Orange County Council of Sewer System CIP Program OCCOG Governments SSMP Management Plan CRWQCB California Regional Water OCHCA Orange County Health Care SSO Sanitary Sewer Overflow Quality Control Board Agency CWA Clean Water Act OCSD Orange County Sanitation SWRCB State Water Resources District Control Board CWEA California Water Environment OCWD Orange County Water District TDS Total Dissolved Solids Association EIR Environmental Impact Report OOBS Ocean Oulfall Booster Station TMDL Total Maximum Daily Load EMT Executive Management Team OSHA Occupational Safety and TSS Total Suspended Solids Health Administration US Environmental Protection Professional Waste Discharge EPA Agency PCSA Consultant/Construction WDR Requirements Services Agreement FOG Fats,Oils,and Grease PDSA Professional Design Services WEF Water Environment Agreement Federation gpd gallons per day POTW Publicly Owned Treatment WERF Water Environment& Works Reuse Foundation Groundwater Replenishment Water Infrastructure GWRS System PPm parts per million WIFIA Finance and Innovation Act Professional Services Water Infrastructure ICS Incident Command System PSA Agreement WIIN Improvements for the Nation Act IERP Integrated Emergency RFP Request For Proposal WRDA Water Resources Response Plan Development Act JPA Joint Powers Authority RWQCB Regional Water Quality Control Board ORANGE COUNTY SANITATION DISTRICT GLOSSARY OF TERMS ACTIVATED SLUDGE PROCESS—A secondary biological wastewater treatment process where bacteria reproduce at a high rate with the introduction of excess air or oxygen and consume dissolved nutrients in the wastewater. BENTHOS —The community of organisms, such as sea stars, worms, and shrimp, which live on, in, or near the seabed, also known as the benthic zone. BIOCHEMICAL OXYGEN DEMAND (BOD)—The amount of oxygen used when organic matter undergoes decomposition by microorganisms.Testing for BOD is done to assess the amount of organic matter in water. BIOGAS—A gas that is produced by the action of anaerobic bacteria on organic waste matter in a digester tank that can be used as a fuel. BIOSOLIDS—Biosolids are nutrient rich organic and highly treated solid materials produced by the wastewater treatment process. This high-quality product can be recycled as a soil amendment on farmland or further processed as an earth-like product for commercial and home gardens to improve and maintain fertile soil and stimulate plant growth. CAPITAL IMPROVEMENT PROGRAM (CIP) — Projects for repair, rehabilitation, and replacement of assets. Also includes treatment improvements,additional capacity, and projects for the support facilities. COLIFORM BACTERIA—A group of bacteria found in the intestines of humans and other animals, but also occasionally found elsewhere,used as indicators of sewage pollution. E.coli are the most common bacteria in wastewater. COLLECTIONS SYSTEM — In wastewater, it is the system of typically underground pipes that receive and convey sanitary wastewater or storm water. CERTIFICATE OF PARTICIPATION (COP)—A type of financing where an investor purchases a share of the lease revenues of a program rather than the bond being secured by those revenues. CONTAMINANTS OF POTENTIAL CONCERN (CPC) — Pharmaceuticals, hormones, and other organic wastewater contaminants. DILUTION TO THRESHOLD (Dfr)—The dilution at which the majority of people detect the odor becomes the D/T for that air sample. GREENHOUSE GASES (GHG)— In the order of relative abundance water vapor, carbon dioxide, methane, nitrous oxide, and ozone gases that are considered the cause of global warming("greenhouse stil . GROUNDWATER REPLENISHMENT SYSTEM(GWRS)—Ajoint 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 per day of drinking quality water to replenish the local groundwater supply. LEVEL OF SERVICE(LOS)—Goals to support environmental and public expectations for performance. N-NITROSODIMETHYLAMINE (NDMA) — A N-nitrosamine suspected cancer causing agent. It has been found in the 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 and Water Environment Federation, with advisory support from the US Environmental Protection Agency. NBP is committed to developing and advancing environmentally sound and sustainable biosolids management practices that go beyond regulatory compliance and promote public participation to enhance the credibility of local agency biosolids programs and improved communications that lead to public acceptance. PLUME—A visible or measurable concentration of discharge from a stationary source or fixed facility. PUBLICLY OWNED TREATMENT WORKS(POTW)—A municipal wastewater treatment plant. SANTA ANA RIVER INTERCEPTOR(SARI) LINE—A regional brine line designed to convey 30 million gallons per day of non- reclaimable wastewater from the upper Santa Ana River basin to the ocean for disposal,after treatment. SANITARY SEWER— Separate sewer systems specifically for the carrying of domestic and industrial wastewater. Combined sewers carry both wastewater and urban runoff. 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.The Orange County Sanitation District's service area is in the Santa Ana River Watershed.